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EXHIBIT 24
DEAN WITTER REYNOLDS INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of Dean Witter
Reynolds Inc., a Delaware corporation (hereinafter called the "Corporation"),
does hereby constitute and appoint Michael D. Browne his true and lawful
attorney and agent, with full power to act without the others, for him and in
his name, place and stead, in any and all capacities, to do any and all acts and
things, and execute in his name any and all instruments, which said attorneys
and agents may deem necessary or advisable in order to enable the Corporation to
comply with the Securities Act of 1933 and the Investment Company Act of 1940,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under said Acts of (i) units of
fractional undivided interest in one or more series of Dean Witter Reynolds Unit
Investment Trusts; Corporate Income Fund; Equity Income Fund; Government
Securities Income Fund; International Bond Fund; Municipal Investment Trust
Fund, Defined Asset Funds Municipal Series; or any other unit investment trust
fund (or other unit based investment vehicles not involving active management)
established in accordance with the Investment Company Act of 1940 for which Dean
Witter Reynolds Inc., alone or with others, will act as Depositor or Sponsor
and/or Underwriter, and (ii) the aforesaid trusts, including specifically power
and authority to sign his name to any and all Notifications of Registration
and/or Registration Statements to be filed with the Securities and Exchange
Commission under either of said Acts in respect to such units and trusts, any
amendment (including post-effective amendment) and or application for amendment
of such Notifications of Registration or Registration Statements, and any
Prospectuses, exhibits, financial statements, schedules or any other documents
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof. Any one of said agents and attorneys shall have, and may exercise,
without the others, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto in the City
of New York as of this 10th day of July, 2000.
/s/ Donald G. Kempf, Jr.
Name: Donald G. Kempf, Jr.
