<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>4
<FILENAME>g11099_letteroftransmittal.txt
<DESCRIPTION>EXHIBIT 99.A(II)
<TEXT>
                              LETTER OF TRANSMITTAL


             TO ACCOMPANY CERTIFICATE(S) FOR SHARES OF COMMON STOCK
                   OR ORDER TENDER OF UNCERTIFICATED SHARES OF


                              THE INDIA FUND, INC.


                  TENDERED PURSUANT TO ITS OFFER TO REPURCHASE
                             DATED FEBRUARY 20, 2004

            THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
     NEW YORK CITY TIME, ON MARCH 12, 2004 ("REPURCHASE REQUEST DEADLINE").

                 ---------------------------------------------

                        THE DEPOSITARY FOR THE OFFER IS:

                                    PFPC INC.
<TABLE>
<CAPTION>
                              DEPOSITARY ADDRESSES:

                                              BY REGISTERED, CERTIFIED
                                                 OR EXPRESS MAIL OR
         BY FIRST CLASS MAIL:                    OVERNIGHT COURIER:                          BY HAND:

<S>                                       <C>                                    <C>
               PFPC Inc.                              PFPC Inc.                   Securities Transfer & Reporting
   c/o EquiServe Trust Company, N.A.      c/o EquiServe Trust Company, N.A.               Services, Inc.
        Attn: Corporate Actions                Attn: Corporate Actions           c/o EquiServe Trust Company, N.A.
            P.O. Box 43025                         66 Brooks Drive                 100 William Street, Galleria
       Providence, RI 02940-3025                 Braintree, MA 02184                    New York, NY 10038
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                   DESCRIPTION OF SHARES TENDERED
------------------------------------------------------------------------------------------------------------------------------------
    Name(s) and Addresses of Registered Holder(s):                                 Shares Tendered ***
(Please Fill in, if Blank, Exactly as Name(s) Appear(s)                    (Attach Additional Signed Schedule
                  on Certificate(s))                                                   if necessary)
------------------------------------------------------------------------------------------------------------------------------------
                                                                     <C>            <C>              <C>        <C>
                                                                                       Total
                                                                                     Number of
                                                                                      Shares          Number      Dividend
                                                                                     Evidenced          of      Reinvestment
                                                                      Certificate       by            Shares       Shares
                                                                      Number(s)*    Certificates**   Tendered     Tendered
                                                                     --------------------------------------------------------------

                                                                     --------------------------------------------------------------

                                                                     --------------------------------------------------------------

                                                                     --------------------------------------------------------------
                                                                      Total Shares
                                                                        Tendered
------------------------------------------------------------------------------------------------------------------------------------
<FN>
  * Need not be completed by Stockholders who tender Shares by book-entry transfer.
 ** Unless otherwise  indicated,  it will be assumed that all Shares  evidenced by any certificates  delivered to the Depositary are
    being tendered. See Instruction 5.
*** If the Shares  being  tendered  are Shares  held by the  Transfer  Agent  pursuant  to the Fund's  dividend  reinvestment  plan,
    Stockholders should so indicate on page 3.
------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

[ ]  I HAVE  LOST  MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE FUND AND REQUIRE
     ASSISTANCE  WITH  RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION
     3.
<PAGE>

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES  AND  ALL  OTHER  REQUIRED  DOCUMENTS,  INCLUDING  DELIVERY  THROUGH  THE
BOOK-ENTRY  TRANSFER  FACILITY,  IS AT THE  OPTION  AND  RISK  OF THE  TENDERING
STOCKHOLDER,  AND EXCEPT AS OTHERWISE  PROVIDED IN  INSTRUCTION  2, THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY  RECEIVED BY THE DEPOSITARY.  IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  PROPERLY INSURED, IS
RECOMMENDED.  THE  STOCKHOLDER  HAS THE  RESPONSIBILITY  TO CAUSE THE  LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.

      This Letter of  Transmittal is to be used (a) if  certificates  for Shares
(as defined below) are to be forwarded herewith, or (b) if uncertificated Shares
held by the Fund's transfer agent pursuant to the Fund's  dividend  reinvestment
plan are to be tendered, or (c) if tenders are to be made by book-entry transfer
to any of the accounts  maintained  by the  Depositary at the  Depository  Trust
Company ("DTC" or the "Book-Entry  Transfer Facility") pursuant to the procedure
set forth in Section 5, "Procedure for Tendering Shares," of the Fund's Offer to
Repurchase. Stockholders whose certificates are not immediately available or who
cannot deliver certificates for Shares (other than uncertificated Shares held by
the Fund's transfer agent pursuant to the Fund's dividend  reinvestment plan) or
deliver  confirmation  of the  book-entry  transfer  of  their  Shares  into the
Depositary's account at the Book-Entry Transfer Facility and all other documents
required hereby to the Depositary prior to 5:00 p.m., New York City time, on the
Repurchase  Request  Deadline,  March 12, 2004,  may  nevertheless  tender their
Shares according to the guaranteed  delivery  procedures set forth in Section 5,
"Procedure  for  Tendering  Shares,"  of the  Fund's  Offer to  Repurchase.  See
Instruction 2 below.  DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY  TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

[ ] CHECK  HERE  IF TENDERED SHARES ARE BEING  DELIVERED BY BOOK-ENTRY  TRANSFER
    MADE  TO THE  ACCOUNT  MAINTAINED  BY THE  DEPOSITARY  WITH  THE  BOOK-ENTRY
    TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:________________________________________________

Account Number:_______________     Transaction Code Number:___________________

      If the tendered Shares are being tendered by a Nominee Holder on behalf of
its  customers,  please state the number of customer  accounts for whose benefit
the tender is made:

[ ]  CHECK  HERE IF  CERTIFICATES  FOR  TENDERED  SHARES  ARE  BEING   DELIVERED
     PURSUANT  TO  A  NOTICE  OF  GUARANTEED  DELIVERY PREVIOUSLY  SENT  TO  THE
     DEPOSITARY AND COMPLETE THE FOLLOWING:

      Name(s) of Registered Owner(s):___________________________________________

      Date of Execution of Notice of Guaranteed Delivery:_______________________

      Name of Institution that Guaranteed Delivery:_____________________________

      Account Number (if delivered by book-entry transfer):_____________________


                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.


                PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.


                                        2
<PAGE>

Ladies and Gentlemen:

      The  undersigned  hereby  tenders  to The India  Fund,  Inc.,  a  Maryland
corporation  (the "Fund"),  the shares of the Fund's  Common  Stock,  $0.001 par
value per share (the "Shares")  described  below,  upon the terms and conditions
set forth in the Offer to Repurchase  dated February 20, 2004,  receipt of which
is hereby  acknowledged,  and in this  Letter  of  Transmittal  (which  together
constitute the "Repurchase  Offer"),  at a purchase price equal to an amount per
Share,  net to the seller in cash (the "Purchase  Price"),  equal to 100% of the
net asset  value in U.S.  dollars  ("NAV")  per Share as of the close of regular
trading  on the New York  Stock  Exchange  on March 19,  2004  (the  "Repurchase
Pricing Date"), minus a repurchase fee (the "Repurchase Fee") equal to 2% of net
asset value per Share.

      Subject  to, and  effective  upon,  acceptance  of payment  for the Shares
tendered  herewith in accordance with the terms and subject to the conditions of
the Offer to Repurchase, the undersigned hereby sells, assigns and transfers to,
or upon the order of, the Fund all right,  title and  interest in and to all the
Shares that are being  tendered  hereby and that are being accepted for purchase
pursuant to the Offer to Repurchase  (and any and all dividends,  distributions,
other Shares or other securities or rights issued or issuable in respect of such
Shares on or after  the  Repurchase  Request  Deadline  of March  12,  2004) and
irrevocably  constitutes  and appoints the  Depositary the true and lawful agent
and  attorney-in-fact  of the  undersigned  with respect to such Shares (and any
such dividends,  distributions, other Shares or securities or rights), with full
power of substitution  (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates for such Shares (and
any such other dividends,  distributions,  other Shares or securities or rights)
or  transfer   ownership   of  such  Shares  (and  any  such  other   dividends,
distributions,  other Shares or securities or rights),  together, in either such
case, with all  accompanying  evidences of transfer and  authenticity to or upon
the order of the Fund,  upon  receipt by the  Depositary,  as the  undersigned's
agent,  of the  Purchase  Price,  (b)  present  such  Shares (and any such other
dividends,  distributions, other Shares or securities or rights) for transfer on
the books of the Fund,  and (c) receive all benefits and otherwise  exercise all
rights of  beneficial  ownership  of such Shares (and any such other  dividends,
distributions, other Shares or securities or rights), all in accordance with the
terms of the Offer to Repurchase.

      The undersigned  hereby  represents and warrants that: (a) the undersigned
has full power and authority to tender,  sell,  assign and transfer the tendered
Shares  (and  any  and all  dividends,  distributions,  other  Shares  or  other
securities  or rights  issued or  issuable in respect of such Shares on or after
the Repurchase  Request  Deadline of March 12, 2004); (b) when and to the extent
the Fund accepts the Shares for purchase, the Fund will acquire good, marketable
and  unencumbered  title  thereto,  free and clear of all  liens,  restrictions,
charges,  proxies,  encumbrances or other obligations  relating to their sale or
transfer,  and not subject to any adverse claim; (c) on request, the undersigned
will execute and deliver any  additional  documents  deemed by the Depositary or
the Fund to be  necessary or  desirable  to complete  the sale,  assignment  and
transfer of the tendered Shares (and any and all dividends, distributions, other
Shares or  securities  or rights issued or issuable in respect of such Shares on
or after  the  Repurchase  Request  Deadline  of March  12,  2004);  and (d) the
undersigned  has read and agreed to all of the terms of the Offer to  Repurchase
and this Letter of Transmittal.

      All  authority  conferred  or agreed  to be  conferred  in this  Letter of
Transmittal  shall be binding upon the successors,  assigns,  heirs,  executors,
administrators  and legal  representatives  of the  undersigned and shall not be
affected by, and shall  survive,  the death or  incapacity  of the  undersigned.
Shares tendered  pursuant to the Offer may be withdrawn at any time prior to the
Repurchase Request Deadline in accordance with Section 6,  "Stockholders'  Right
to Withdraw  Tendered  Shares,"  of the Fund's  Offer to  Repurchase.  After the
Repurchase  Request  Deadline,  tenders  made  pursuant  to the Fund's  Offer to
Repurchase will be irrevocable.

      THE UNDERSIGNED TENDER ALL  UNCERTIFICATED  SHARES THAT MAY BE HELD IN THE
NAME OF THE  REGISTERED  HOLDER(S) BY THE FUND'S  TRANSFER AGENT PURSUANT TO THE
FUND'S DIVIDEND REINVESTMENT PLAN.

                            _________ YES ________ NO

      Note:  If you do not check  either  of the  spaces  above,  uncertificated
Shares,  if any,  held in the name of the  registered  holder(s)  by the  Fund's
transfer agent  pursuant to the Fund's  dividend  reinvestment  plan will NOT be
tendered.


                                       3
<PAGE>

                                    ODD LOTS
                              (SEE INSTRUCTION 13)

      This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person  owning  beneficially  or of record an  aggregate of not more
than 99 Shares. The undersigned either (check only one box):

[ ] Is the  beneficial  or  record  owner of an  aggregate  of not more  than 99
Shares, all of which are being tendered; or

[ ] Is a broker,  dealer,  commercial  bank, trust company or other nominee that
(a) is tendering  for the  beneficial  owner(s)  thereof  Shares with respect to
which it is the record holder, and (b) believes, based upon representations made
to it by such beneficial owner(s), that each such person is the beneficial owner
of an aggregate of not more than 99 Shares and is tendering  all of such Shares;
and, in either case, hereby  represents that the above indicated  information is
true and correct as to the undersigned.

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

      The  undersigned  understands  that the valid tender of Shares pursuant to
any one of the  procedures  described  in Section 5,  "Procedure  for  Tendering
Shares," of the Fund's Offer to Repurchase and in the  Instructions  hereto will
constitute a binding  agreement  between the  undersigned  and the Fund upon the
terms and subject to the conditions of the Offer to Repurchase.

      The undersigned  recognizes that under certain  circumstances set forth in
the Offer to  Repurchase,  the Fund may not be required  to purchase  any of the
Shares  tendered  hereby,  or may  accept  for  purchase,  pro rata with  Shares
tendered by other Stockholders, fewer than all of the Shares tendered hereby.

      Unless otherwise  indicated  herein under "Special Payment  Instructions,"
please return any  certificates  for Shares not tendered or accepted for payment
(and  accompanying  documents,  as appropriate) in the name(s) of the registered
holder(s)  appearing under "Description of Shares Tendered."  Similarly,  unless
otherwise  indicated under "Special  Delivery  Instructions,"  please return any
certificates  for Shares not tendered or accepted for payment (and  accompanying
documents,  as  appropriate)  to the  address(es)  of the  registered  holder(s)
appearing under  "Description of Shares  Tendered." In the event that either the
Special Delivery Instructions or the Special Payment Instructions are completed,
please  return  such  certificates  to the person or persons so  indicated.  The
undersigned  recognizes that the Fund has no obligation  pursuant to the Special
Payment  Instructions  to transfer  any Shares  from the name of the  registered
holder  thereof  if the Fund does not accept  for  payment  any of the Shares so
tendered.   The  undersigned   further   recognizes  that  the  Special  Payment
Instructions and the Special Delivery  Instructions are not applicable to Shares
tendered by book-entry transfer nor to uncertificated  Shares held by the Fund's
transfer agent pursuant to the Fund's dividend  reinvestment  plan, which Shares
may be tendered hereby.

--------------------------------------------------------------------------------
                          SPECIAL PAYMENT INSTRUCTIONS
                               (SEE INSTRUCTION 8)

      To be  completed  ONLY if  certificates  for  Shares not  tendered  or not
purchased  are to be issued in the name of and sent to  someone  other  than the
undersigned.

Issue Certificate to:

Name____________________________________________________________________________
                                 (PLEASE PRINT)

Address_________________________________________________________________________

________________________________________________________________________________
                             (CITY, STATE, ZIP CODE)

                       Complete Payer Substitute Form W-9

________________________________________________________________________________
               (TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)

--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
                          SPECIAL DELIVERY INSTRUCTIONS
                               (SEE INSTRUCTION 8)

      To be  completed  ONLY if  certificates  for  Shares not  tendered  or not
purchased are to be issued in the name of the  undersigned,  but sent to someone
other than the  undersigned or to the  undersigned at an address other than that
shown above.

Mail Certificate to:

Name____________________________________________________________________________
                                 (PLEASE PRINT)

Address_________________________________________________________________________

________________________________________________________________________________
                             (CITY, STATE, ZIP CODE)



--------------------------------------------------------------------------------

                                        4
<PAGE>

--------------------------------------------------------------------------------
                                    SIGN HERE
          (IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)

________________________________________________________________________________


________________________________________________________________________________
                        (SIGNATURE(S) OF STOCKHOLDER(S))

                          Dated:________________ , 2004

(Must be signed by the  registered  holder(s)  exactly as name(s)  appear(s)  on
certificate(s)  for the Shares or on a security position listing or by person(s)
authorized  to become  registered  holder(s)  by  certificate(s)  and  documents
transmitted   herewith.   If   signature  is  by   attorney-in-fact,   executor,
administrator,  trustee,  guardian,  agent,  officer of a corporation or another
person  acting in a fiduciary or  representative  capacity,  please  provide the
following information. See Instruction 5.)

(Must be signed by the  registered  holder(s)  exactly as name(s)  appear(s)  on
certificate(s)  for the Shares or on a security position listing or by person(s)
authorized  to become  registered  holder(s)  by  certificate(s)  and  documents
transmitted   herewith.   If   signature  is  by   attorney-in-fact,   executor,
administrator,  trustee,  guardian,  agent,  officer of a corporation or another
person  acting in a fiduciary or  representative  capacity,  please  provide the
following information. See Instruction 6.)



Name(s)_________________________________________________________________________


________________________________________________________________________________
                                 (PLEASE PRINT)

Capacity (Full Title)___________________________________________________________

Address_________________________________________________________________________

________________________________________________________________________________
      CITY                               STATE                ZIP CODE

Area Code and Telephone Number__________________________________________________


Employer Identification or
Social Security Number__________________________________________________________



                            GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 1 AND 6)

Authorized Signature(s)_________________________________________________________

Name____________________________________________________________________________
                                 (PLEASE PRINT)

Name of Firm____________________________________________________________________

Address_________________________________________________________________________
      CITY                               STATE                ZIP CODE

Dated: _____________________, 2004

--------------------------------------------------------------------------------
                                       5
<PAGE>

                                  INSTRUCTIONS
        FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER

      1.  GUARANTEE  OF  SIGNATURES.  No  signature  guarantee on this Letter of
Transmittal  is  required  (i) if this  Letter of  Transmittal  is signed by the
registered  holder of the Shares  (which term,  for  purposes of this  document,
shall include any  participant  in the Book-Entry  Transfer  Facility whose name
appears  on a  security  position  listing  as the  owner  of  Shares)  tendered
herewith,  unless such holder has  completed  either the box  entitled  "Special
Delivery  Instructions"  or the  box  entitled  "Special  Payment  Instructions"
herein,  or (ii) if such Shares are tendered for the account of a member firm of
a registered national securities  exchange, a member of the National Association
of Securities Dealers,  Inc. ("NASD"),  a commercial bank, credit union, savings
association  or trust company  having an office,  branch or agency in the United
States,  or other entity which is a member in good standing of a stock  transfer
association's  approved medallion program (each being hereinafter referred to as
an "Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.

      2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.  This Letter of Transmittal  is to be used only (a) if  certificates
are to be forwarded  herewith,  (b) if  uncertificated  Shares held by the Funds
transfer  agent  pursuant  to the Fund's  dividend  reinvestment  plan are to be
tendered,  or (c) if  tenders  are to be made  pursuant  to the  procedures  for
delivery by book-entry transfer set forth in Section 5, "Procedure for Tendering
Shares," of the Fund's  Offer to  Repurchase.  Certificates  for all  physically
tendered  Shares,  or confirmation of a book-entry  transfer in the Depositary's
account at the  Book-Entry  Transfer  Facility of Shares  tendered by book-entry
transfer,  together,  in each case, with a properly  completed and duly executed
Letter  of  Transmittal  or  facsimile  thereof  with  any  required   signature
guarantees, any other documents required by this Letter of Transmittal should be
mailed or  delivered  to the  Depositary  at the  appropriate  address set forth
herein and must be received by the Depositary  prior to 5:00 p.m., New York City
time, on the Repurchase  Request Deadline,  March 12, 2004.  Stockholders  whose
certificates are not immediately  available or who cannot deliver Shares and all
other  required  documents to the  Depositary  prior to 5:00 p.m., New York City
time, on the Repurchase Request Deadline, or whose Shares cannot be delivered on
a timely basis pursuant to the  procedures for book-entry  transfer prior to the
Termination Date, may tender their Shares by or through any Eligible Institution
by properly  completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile thereof),  which must be received by the Depositary prior
to  the  Repurchase  Request  Deadline,  and by  otherwise  complying  with  the
guaranteed  delivery procedures set forth in Section 5, "Procedure for Tendering
Shares," of the Fund's Offer to  Repurchase.  Pursuant to such  procedures,  the
certificates for all physically  tendered Shares,  or confirmation of book-entry
transfer,  as the case may be, as well as a properly completed and duly executed
Letter  of  Transmittal,   all  other  documents  required  by  this  Letter  of
Transmittal must be received by the Depositary  within three business days after
receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided
in Section 5, "Procedure for Tendering Shares," of the Fund's Offer to Purchase.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES  AND  ALL  OTHER  REQUIRED  DOCUMENTS,  INCLUDING  DELIVERY  THROUGH  THE
BOOK-ENTRY  TRANSFER  FACILITY,  IS AT THE  OPTION  AND  RISK  OF THE  TENDERING
STOCKHOLDER AND EXCEPT AS OTHERWISE  PROVIDED IN THIS INSTRUCTION,  THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY  RECEIVED BY THE DEPOSITARY.  IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  PROPERLY INSURED, IS
RECOMMENDED.  THE  STOCKHOLDER  HAS THE  RESPONSIBILITY  TO CAUSE THE  LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.

      No alternative, conditional or contingent tenders will be accepted, except
as  may  be  permitted  in  the  Fund's  Offer  to  Repurchase.   All  tendering
Stockholders, by execution of this Letter of Transmittal (or facsimile thereof),
waive any right to receive any notice of the acceptance for payment of Shares.

      3. LOST  CERTIFICATES.  In the  event  that any  Stockholder  is unable to
deliver to the Depositary the Fund  Certificate(s)  representing his, her or its
Shares due to the loss or destruction of such  Certificate(s),  such fact should
be  included  on the face of this  Letter  of  Transmittal.  In such  case,  the
Stockholder should also contact the Depositary, at their number 800-331-1710, to
report the lost securities. The Depositary will forward additional documentation
which such stockholder must complete in order to effectively surrender such lost
or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in
lieu thereof).  There may be a fee in respect of lost or destroyed Certificates,
but surrenders hereunder regarding such lost certificates will be processed only
after such documentation has been submitted to and approved by the Depositary.


                                        6
<PAGE>

      4. INADEQUATE SPACE. If the space provided is inadequate,  the certificate
numbers and/or number of Shares should be listed on a separate,  signed schedule
attached hereto.

      5. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to Stockholders
who tender by book-entry  transfer.)  If fewer than all the Shares  evidenced by
any certificate submitted are to be tendered, fill in the number of Shares which
are to be tendered in the column entitled  "Number of Shares  Tendered." In such
case, a new  certificate  for the  remainder of the Shares  evidenced by the old
certificate(s)  will  be  issued  and  sent  to the  registered  holder,  unless
otherwise  specified in the "Special Payment  Instructions" or "Special Delivery
Instructions" boxes in this Letter of Transmittal,  as soon as practicable after
the  Repurchase  Request  Deadline  of  the  Offer  to  Repurchase.  All  Shares
represented by certificates listed and delivered to the Depositary are deemed to
have been tendered unless otherwise indicated.

      6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.

            (a) If this  Letter  of  Transmittal  is  signed  by the  registered
      holder(s) of the Shares tendered hereby,  the signature(s) must correspond
      exactly with the name(s) on the face of the certificates.

            (b) If any of the tendered  Shares are held of record by two or more
      joint holders, ALL such holders must sign this Letter of Transmittal.

            (c) If any tendered  Shares are  registered  in  different  names on
      several certificates, it will be necessary to complete, sign and submit as
      many  Letters  of  Transmittal  as there are  different  registrations  of
      certificates.

            (d) If this  Letter  of  Transmittal  is  signed  by the  registered
      holder(s) of the Shares listed and transmitted  hereby, no endorsements of
      certificates or separate stock powers are required unless payment is to be
      made, or the  certificates  for Shares not tendered or purchased are to be
      issued, to a person other than the registered holder(s), in which case the
      endorsements  or signatures on the stock powers,  as the case may be, must
      be signed exactly as the name(s) of the registered  holder(s) appear(s) on
      the certificates.  Signatures on such certificates or stock powers must be
      guaranteed by an Eligible Institution. See also Instruction 1.

            (e) If this  Letter  of  Transmittal  or any  certificates  or stock
      powers  are  signed by  trustees,  executors,  administrators,  guardians,
      agents, attorneys-in-fact,  officers of corporations or others acting in a
      fiduciary or representative capacity, such persons should so indicate when
      signing and must submit proper evidence  satisfactory to the Fund of their
      authority to so act.

            (f) If this Letter of  Transmittal  is signed by a  person(s)  other
      than the registered  holder(s) of the certificates  listed and transmitted
      hereby,  the  certificates  must be endorsed or accompanied by appropriate
      stock  powers,  in either case signed  exactly as the name or names of the
      registered  holder(s)  appear  on the  certificates.  Signatures  on  such
      certificates   of  stock  powers  must  be   guaranteed   by  an  Eligible
      Institution. See also Instruction 1.

      7. STOCK  TRANSFER  TAXES.  Except as set forth in this  Instruction 7, no
stock  transfer  tax stamps or funds to cover such  stamps need  accompany  this
Letter of  Transmittal,  and the Fund will pay all stock transfer taxes, if any,
with respect to the transfer and sale of Shares to it pursuant to the Offer. If,
however,  payment  of  the  repurchase  price  is to be  made  to,  or  (in  the
circumstances  permitted  by the  Fund's  Offer to  Repurchase)  if  Shares  not
tendered or not  purchased  are to be registered in the name of any person other
than the registered  holder,  or if tendered  certificates are registered in the
name of any person other than the person(s)  signing this Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered holder
or such other person)  payable on account of the transfer to such person will be
deducted from the Purchase Price unless satisfactory  evidence of the payment of
such taxes, or exemption therefrom, is submitted.

      8. SPECIAL PAYMENT AND DELIVERY  INSTRUCTIONS.  If certificates for Shares
not  tendered or not  purchased  are to be issued in the name of a person  other
than the person signing this Letter of Transmittal or if such  certificates  are
to be sent to someone other than the person  signing this Letter of  Transmittal
or to the person  signing this Letter of  Transmittal  at an address  other than
that shown above,  the boxes captioned  "Special  Payment  Instructions"  and/or
"Special  Delivery  Instructions"  on  this  Letter  of  Transmittal  should  be
completed.  Signatures must be guaranteed by an Eligible  Institution.  See also
Instruction 1.


                                        7
<PAGE>

      9.  IRREGULARITIES.  All questions as to the validity,  form,  eligibility
(including  time of receipt) and  acceptance for payment of any tender of Shares
will be  determined  by the Fund, in its sole  discretion,  which  determination
shall be final and binding.  The Fund reserves the absolute  right to reject any
or all tenders of any particular Shares (i) determined by it not to be in proper
form or (ii) the  acceptance  of or payment for which may, in the opinion of the
Fund's counsel, be unlawful.  The Fund also reserves the absolute right to waive
any of the  conditions  of the  Repurchase  Offer,  in whole or in part,  or any
defect or  irregularity in tender of any particular  Shares or Stockholder,  and
the Fund's  interpretations  of the terms and conditions of the Repurchase Offer
(including these  instructions)  shall be final and binding. No tender of Shares
will be deemed to be properly  made until all defects  and  irregularities  have
been cured or waived.  Neither the Fund, the Depositary,  the Information  Agent
nor  any  other  person  shall  be  obligated  to  give  notice  of  defects  or
irregularities in tenders, nor shall any of them incur any liability for failure
to give any such notice.  Unless waived,  any defects or irregularities  must be
cured within such time as the Fund shall determine.

      10. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests for assistance
should be directed to, and additional  copies of the Fund's Offer to Repurchase,
the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained
from, the  Information  Agent at the address set forth at the end of this Letter
of Transmittal or from your broker,  dealer,  commercial bank, trust company, or
other  nominee.  The  Information  Agent will also  provide  Stockholders,  upon
request,  with a Certificate  of Foreign  Status of Beneficial  Owner for United
States Tax Withholding  (W-8BEN) or a Certificate of Foreign  Person's Claim for
Exemption From Withholding on Income Effectively Connected With the Conduct of a
Trade or Business in the United States (W-8ECI).

      11. BACKUP  WITHHOLDING.  Each  Stockholder that desires to participate in
the  Offer  to  Repurchase  must,  unless  an  exemption  applies,  provide  the
Depositary  with  the  Stockholder's  taxpayer   identification  number  on  the
Substitute Form W-9 set forth in this Letter of  Transmittal,  with the required
certifications  being made under penalties of perjury.  If the Stockholder is an
individual,  the taxpayer  identification  number is his or her social  security
number.   If  the   Depositary  is  not  provided  with  the  correct   taxpayer
identification  number,  the Stockholder may be subject to a $50 penalty imposed
by the  Internal  Revenue  Service  in  addition  to  being  subject  to  backup
withholding.

      Stockholders   are   required  to  give  the   Depositary   the   taxpayer
identification  number  of the  record  owner of the  Shares by  completing  the
Substitute Form W-9 included with this Letter of Transmittal.  If the Shares are
registered  in more  than one name or are not in the name of the  actual  owner,
consult the "Guidelines for Certification of Taxpayer  Identification  Number on
Substitute Form W-9," which immediately follow the Substitute Form W-9.

      If backup withholding  applies, the Depositary is required to withhold 28%
of any payment made to the Stockholder with respect to Shares purchased pursuant
to the Repurchase  Offer.  Backup  withholding is not an additional tax. Rather,
the U.S.  federal income tax liability of persons subject to backup  withholding
may result in an  overpayment of taxes for which a refund may be obtained by the
Stockholder from the Internal Revenue Service.

      Certain  Stockholders  (including,  among others,  most  corporations  and
certain foreign  persons) are exempt from backup  withholding  requirements.  To
qualify as an exempt  recipient on the basis of foreign  status,  a  Stockholder
must generally  submit a properly  completed Form W-8BEN or Form W-8ECI,  signed
under  penalties  of  perjury,  attesting  to that  person's  exempt  status.  A
Stockholder  would use a Form W-8BEN to certify that it (1) is neither a citizen
nor a resident of the United States,  (2) has not been and  reasonably  does not
expect to be present in the United States for a period  aggregating  183 days or
more during the calendar year, and (3) reasonably expects not to be engaged in a
trade or business  within the United States to which the gain on the sale of the
Shares would be  effectively  connected;  and would use a Form W-8ECI to certify
that (1) it is neither a citizen nor resident of the U.S.,  and (2) the proceeds
of the  sale of the  Shares  are  effectively  connected  with a U.S.  trade  or
business.  A foreign Stockholder (a "Non-U.S.  Stockholder") may also use a Form
W-8BEN to certify that it is eligible for  benefits  under a tax treaty  between
the United States and such foreign person's country of residence.

      A  STOCKHOLDER  SHOULD  CONSULT  HIS OR HER TAX  ADVISOR  AS TO HIS OR HER
QUALIFICATION  FOR EXEMPTION FROM THE BACKUP  WITHHOLDING  REQUIREMENTS  AND THE
PROCEDURE FOR OBTAINING AN EXEMPTION.


                                        8
<PAGE>

      12. WITHHOLDING FOR NON-U.S. STOCKHOLDERS.  Even if a Non-U.S. Stockholder
has  provided  the  required  certification  to avoid  backup  withholding,  the
Depositary  will  withhold U.S.  federal  income taxes equal to 30% of the gross
payments  payable  to a  Non-U.S.  Stockholder  or his or her agent  unless  the
Depositary  determines that a reduced rate of withholding is available  pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
within the U.S. In order to obtain a reduced rate of  withholding  pursuant to a
tax treaty,  a Non-U.S.  Stockholder  must deliver to the Depositary  before the
payment a properly completed and executed IRS Form W-8BEN. In order to obtain an
exemption from  withholding on the grounds that the gross proceeds paid pursuant
to the Repurchase Offer are effectively connected with the conduct of a trade or
business within the U.S., a Non-U.S.  Stockholder must deliver to the Depositary
before the  payment a properly  completed  and  executed  IRS Form  W-8ECI.  The
Depositary  will determine a shareowner's  status as a Non-U.S.  Stockholder and
eligibility for a reduced rate of, or exemption  from,  withholding by reference
to any  outstanding  certificates  or statements  concerning  eligibility  for a
reduced  rate of, or  exemption  from,  withholding  (e.g.,  IRS Forms W-8BEN or
W-8ECI)  unless  facts and  circumstances  indicate  that such  reliance  is not
warranted. A Non-U.S. Stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareowner satisfies certain requirements or
is otherwise  able to establish  that no tax or a reduced  amount of tax is due.
Backup  withholding  generally will not apply to amounts subject to the 30% or a
treaty-reduced rate of withholding.  Non-U.S.  Stockholders are urged to consult
their  own  tax  advisors  regarding  the  application  of  federal  income  tax
withholding, including eligibility for a withholding tax reduction or exemption,
and the refund procedure.

      13. ODD LOTS.  As described in Section 1 of the Offer to  Repurchase,  the
Fund will purchase Shares validly  tendered and not properly  withdrawn prior to
the Repurchase  Request  Deadline,  March 12, 2004, by any  Stockholder who owns
beneficially  or of record an  aggregate of not more than 99 Shares (an "Odd Lot
Holder").  This preference will not be available  unless the item captioned "Odd
Lots" is completed.


                                        9
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                 PAYER'S NAME: PFPC INC.
-------------------------------------------------------------------------------------------------------------
<S>                           <C>                                              <C>
SUBSTITUTE                    PART 1 -- PLEASE PROVIDE YOUR
FORM W-9                      NAME AND TIN IN THE BOX AT RIGHT
                              AND CERTIFY BY SIGNING AND                       ______________________________
DEPARTMENT OF THE TREASURY    DATING BELOW.                                                  Name
INTERNAL REVENUE SERVICE      _____________________________________________
                              PART 2 -- CERTIFICATION. Under
PAYER'S REQUEST FOR           penalty of perjury, I certify that:              ______________________________
TAXPAYER IDENTIFICATION       (1) The number shown on this form is my                Social Security Number
NUMBER (TIN)                      correct Taxpayer Identification Number
                                  (or I am waiting for a number to be                         OR
                                  issued to me), and
                              (2) I am not subject to backup withholding
                                  because (a) I am exempt from backup          ______________________________
                                  withholding, or (b) I have not been          Employer Identification Number
                                  notified by the Internal Revenue
                                  Service (the "IRS") that I am subject to     ______________________________
                                  backup withholding as a result of a          PART 3 --
                                  failure to report all interest or
                                  dividends, or (c) the IRS has notified               [ ] Awaiting TIN
                                  me that I am no longer subject to backup
                                  withholding, and
                              (3) I am a U.S. person (including a U.S.
                                  resident alien).
                              _______________________________________________________________________________
                              CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been
                              notified by the IRS that you are currently subject to backup withholding because
                              of under-reporting interest or dividends on your tax return. However, if after
                              being notified by the IRS that you were subject to backup withholding you
                              received another notification from the IRS that you are no longer subject to
                              backup withholding, do not cross out such item (2).
                              _______________________________________________________________________________
                              The Internal Revenue Service does not require your consent to any provision of
                              this document other than the certifications required to avoid backup
                              withholding.

                              SIGNATURE______________________________________________________________________

SIGN HERE                     DATE___________________________________________________________________________

-------------------------------------------------------------------------------------------------------------
</TABLE>



NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
 OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO REPURCHASE. PLEASE
  REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
             NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                  THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.



--------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer  identification  number has
not been issued to me, and either (1) I have mailed or delivered an  application
to receive a taxpayer  identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (2) I intend to mail
or deliver an  application  in the near future.  I  understand  that if I do not
provide a  taxpayer  identification  number by the time of  payment,  28% of all
reportable payments made to me will be withheld.

Signature ___________________________________ Date ____________________ , 20____

--------------------------------------------------------------------------------


                                       10
<PAGE>




             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper  Identification Number for the Payee
(You) to Give the Payer.--Social  security numbers have nine digits separated by
two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated  by only one  hyphen:  i.e.,  00-0000000.  The table  below  will help
determine  the number to give the payer.  All  "Section"  references  are to the
Internal  Revenue  Code of  1986,  as  amended.  "IRS" is the  Internal  Revenue
Service.




--------------------------------------------------------------------------------
For this type of account:                  Give the social security number of--
--------------------------------------------------------------------------------
 1. Individual                             The Individual
 2. Two or more individuals                The actual owner of the account
    (joint account)                        or, if combined funds, the first
                                           individual on the account 1
 3. Custodian account of a minor           The minor 2
    (Uniform Gift to Minors Act)
 4. a. The usual revocable savings         The grantor-trustee 1
       trust account (grantor is also
       trustee)
    b. So-called trust account that        The actual owner 1
       is not a legal or valid trust
       under state law
 5. Sole proprietorship                    The owner 3
--------------------------------------------------------------------------------
For this type of account:                  Give the employer identification
                                           number of--
--------------------------------------------------------------------------------
 6. Sole proprietorship                    The owner 3
 7. A valid trust, estate, or pension      The legal entity 4
    trust
 8. Corporate                              The corporation
 9. Association, club, religious,          The organization
    charitable, educational, or
    other tax-exempt organization
10. Partnership                            The partnership
11. A broker or registered nominee         The broker or nominee
12. Account with the Department            The public entity
    of Agriculture in the name of
    a public entity (such as a state
    or local government, school
    district, or prison) that receives
    agricultural program payments
--------------------------------------------------------------------------------
1.   List first and circle the name of the person whose  number you furnish.  If
     only one  person on a joint  account  has a social  security  number,  that
     person's number must be furnished.

2.   Circle the minor's name and furnish the minor's social security number.

3.   You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your social security number of
     your employer identification number (if you have one).

4.   List  first and  circle  the name of the legal  trust,  estate,  or pension
     trust. (Do not furnish the taxpayer  identification  number of the personal
     representative  or trustee unless the legal entity itself is not designated
     in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

--------------------------------------------------------------------------------
OBTAINING A NUMBER

If you don't  have a  taxpayer  identification  number  or you  don't  know your
number,  obtain Form SS-5,  Application for a Social Security Card, at the local
Social   Administration   office,   or  Form  SS-4,   Application  for  Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE:

o    An  organization  exempt  from tax  under  Section  501(a),  an  individual
     retirement  account (IRA), or a custodial account under Section  403(b)(7),
     if the account satisfies the requirements of Section 401(f)(2).
o    The  United  States  or a  state  thereof,  the  District  of  Columbia,  a
     possession  of  the  United   States,   or  a  political   subdivision   or
     instrumentality of any one or more of the foregoing.
o    An international organization or any agency or instrumentality thereof.
o    A   foreign   government   and  any   political   subdivision,   agency  or
     instrumentality thereof.



PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

o    A corporation.
o    A financial institution.
o    A dealer in  securities or  commodities  required to register in the United
     States, the District of Columbia, or a possession of the United States.
o    A real estate investment trust.
o    A common trust fund operated by a bank under Section 584(a).
o    An entity  registered at all times during the tax year under the Investment
     Company Act of 1940.
o    A middleman known in the investment community as a nominee or custodian.
o    A futures commission merchant registered with the Commodity Futures Trading
     Commission.
o    A foreign central bank of issue.
o    A trust exempt from tax under Section 664 or described in Section 4947.

PAYMENTS OF  DIVIDENDS  AND  PATRONAGE  DIVIDENDS  GENERALLY  EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:

o    Payments to nonresident aliens subject to withholding under Section 1441.
o    Payments to  partnerships  not engaged in a trade or business in the United
     States and that have at least one nonresident alien partner.
o    Payments of patronage dividends not paid in money.
o    Payments made by certain foreign organizations.
o    Section 404(k) payments made by an ESOP

PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:

o    Payments of interest on obligations issued by individuals. Note: You may be
     subject to backup withholding if this interest is $600 or more and you have
     not provided your correct taxpayer identification number to the payer.
o    Payments of tax-exempt interest (including  exempt-interest dividends under
     Section 852).
o    Payments described in Section 6049(b)(5) to nonresident aliens.
o    Payments on tax-free covenant bonds under Section 1451.
o    Payments made by certain foreign organizations.
o    Mortgage interest paid to you.

Certain  payments,  other than  payments of interest,  dividends,  and patronage
dividends,  that are exempt  from  information  reporting  are also  exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt  payees  described  above must file Form W-9 or a substitute  Form W-9 to
avoid  possible  erroneous  backup  withholding.  FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER  IDENTIFICATION  NUMBER,  WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice -- Section 6109 requires you to provide your correct taxpayer
identification  number to payers,  who must report the  payments to the IRS. The
IRS uses the  number  for  identification  purposes  and may also  provide  this
information  to various  government  agencies for tax  enforcement or litigation
purposes.  Payers  must be given  the  numbers  whether  or not  recipients  are
required to file tax  returns.  Payers must  generally  withhold  28% of taxable
interest,  dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to payer. Certain penalties may also apply.

PENALTIES

(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish
your taxpayer  identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.

(2) CIVIL PENALTY FOR FALSE  INFORMATION WITH RESPECT TO WITHHOLDING.  -- If you
make a false  statement  with no  reasonable  basis  that  results  in no backup
withholding, you are subject to a $500 penalty.

(3)  CRIMINAL  PENALTY  FOR  FALSIFYING  INFORMATION.  --  Willfully  falsifying
certifications or affirmations may subject you to criminal  penalties  including
fines and/or imprisonment.

                   FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
                   CONSULTANT OR THE INTERNAL REVENUE SERVICE


                                       11
<PAGE>

      IMPORTANT:  This  Letter of  Transmittal  or a manually  signed  facsimile
thereof (together with certificates for Shares and all other required documents)
or the Notice of Guaranteed Delivery must be received by the Depositary prior to
5:00 p.m., New York City time, on March 12, 2004, at the appropriate address set
forth below:


                   The Depositary for the Repurchase Offer is:


                                    PFPC INC.

<TABLE>
<CAPTION>
                              DEPOSITARY ADDRESSES:


         BY FIRST CLASS MAIL:            BY REGISTERED, CERTIFIED OR EXPRESS                 BY HAND:
                                             MAIL OR OVERNIGHT COURIER:

<S>                                       <C>                                    <C>

               PFPC Inc.                              PFPC Inc.                   Securities Transfer & Reporting
   c/o EquiServe Trust Company, N.A.      c/o EquiServe Trust Company, N.A.               Services, Inc.
        Attn: Corporate Actions                Attn: Corporate Actions           c/o EquiServe Trust Company, N.A.
            P.O. Box 43025                         66 Brooks Drive                      100 William Street
       Providence, RI 02940-3025                 Braintree, MA 02184                    New York, NY 10038
</TABLE>

      Any  questions or requests for  assistance  or  additional  copies of this
Letter of Transmittal,  the Fund's Offer to Repurchase, the Notice of Guaranteed
Delivery and other  accompanying  materials  may be directed to the  Information
Agent at its telephone  number and location listed below.  Stockholders may also
contact  their  broker,  commercial  bank or trust  company or other nominee for
assistance concerning the Repurchase Offer.

               THE INFORMATION AGENT FOR THE REPURCHASE OFFER IS:

                    GEORGESON SHAREHOLDER COMMUNICATIONS INC.
                                 17 State Street
                            New York, New York 10004

                             Toll Free: 866-297-1264

                                       or

                      Banks and Brokers, Call: 212-440-9800


                                       12

</TEXT>
</DOCUMENT>
