-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AERAclBAQeLdYldU29qGIHubdTM2+axZtBsFQPel0AtuJCYATbh+9S4VKFvjlBm6 z67/0c1YfdSDLQAFjgLCug== 0000899140-01-500127.txt : 20010702 0000899140-01-500127.hdr.sgml : 20010702 ACCESSION NUMBER: 0000899140-01-500127 CONFORMED SUBMISSION TYPE: POS462C PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDONESIA FUND INC CENTRAL INDEX KEY: 0000859120 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133558141 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS462C SEC ACT: SEC FILE NUMBER: 333-47744 FILM NUMBER: 1671234 BUSINESS ADDRESS: STREET 1: C/O CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128753500 MAIL ADDRESS: STREET 1: CREDIT SUISSE ASSET MGMT, LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 POS462C 1 ifi918207.txt POST-EFFECTIVE AMENDMENT NO. 2 ON FORM N-14 As filed with the Securities and Exchange Commission on June 29, 2001 Securities Act File No. 333-47744 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. / / Post-Effective Amendment No. /2/ THE INDONESIA FUND, INC. (Exact Name of Registrant as Specified in Charter) 466 Lexington Avenue, 16th Floor, New York, New York 10017 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) (212) 875-3500 (Registrant's Area Code and Telephone Number) ------------- Hal Liebes, Esq. Senior Vice President The Indonesia Fund, Inc. 466 Lexington Avenue, 16th Floor New York, New York 10017 (Name and Address of Agent for Service) with copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 ------------- CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
========================== ==================== ======================== =========================== ====================== TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM BEING REGISTERED AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF REGISTERED UNIT (1) (1) REGISTRATION FEE (2) - -------------------------- -------------------- ------------------------ --------------------------- ---------------------- Common Stock ($0.001 par value) 4,000,000 $2.625 $10,500,000 $2,772 ========================== ==================== ======================== =========================== ====================== (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Registrant's Common Stock as reported on the New York Stock Exchange on October 9, 2000. (2) Previously paid.
THE INDONESIA FUND, INC. CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following papers and documents: o Cover Sheet o Contents of Registration Statement o Part A - Proxy Statement/Prospectus o Part B - Statement of Additional Information o Part C - Other Information o Signature Page o Exhibits PART A INFORMATION REQUIRED IN THE PROXY STATEMENT/PROSPECTUS Incorporated by reference to the Proxy Statement/Prospectus filed by Registrant on April 25, 2001 pursuant to Rule 497(b) under the Securities Act of 1933, as amended (the "Securities Act"). PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION This information (except for the required audited annual financial statements) is incorporated by reference to the Statement of Additional Information filed by Registrant on April 25, 2001 pursuant to Rule 497(b) under the Securities Act. The audited annual financial statements of each of the Registrant and JGF are incorporated by reference to their respective Annual Reports for the fiscal years ended December 31, 2000 and March 31, 2000, respectively. PART C OTHER INFORMATION Item 15. Indemnification Information incorporated by reference to Registrant's Form N-14/A filed on March 29, 2001. Item 16. Exhibits 1. (a) Articles of Incorporation of the Registrant, dated January 5, 1990.* (b) Articles of Amendment of Registrant, dated February 14, 1990.* (c) Articles of Amendment of the Registrant, dated February 22, 1990.* 2. (a) Amended and Restated By-laws of the Registrant, dated November 9, 1999.* (b) Amendment to Amended and Restated By-laws of the Registrant pursuant to resolution approved on March 15, 2001.** 3. Not Applicable. 4. Agreement and Plan of Reorganization.** 5. Not Applicable. 6. Investment Advisory Agreement between the Registrant and BEA Associates (now Credit Suisse Asset Management, LLC), dated December 21, 1990.* 7. Not Applicable. 8. Not Applicable. 9. Custodian Agreement between the Registrant and Brown Brothers Harriman & Co., dated June 14, 1995, as amended.* 10. Not Applicable. 11. (a) Opinion and Consent of Willkie Farr & Gallagher.** (b) Opinion and Consent of Venable, Baetjer and Howard, LLP.** 12. (a) Opinion of Willkie Farr & Gallagher with respect to tax matters. (b) Opinion of Sidley Austin Brown & Wood LLP with respect to tax matters. 13. (a) Registrar, Transfer Agency and Service Agreement between the Registrant and the First National Bank of Boston, dated September 12, 1995.* (b) Administrative Services Agreement between the Registrant and BEA Associates dated April 30, 1992.* (c) Administration Agreement between the registrant and Bear Stearns Fund Management, Inc. dated June 23, 1995.* (d) Credit Agreement between the Registrant, other CSAM-advised Funds, Deutsche Bank AG, as administrative agent, State Street Bank and Trust Company, as operations agent, Bank of Nova Scotia, as syndication agent, and other lenders (the "Credit Agreement") dated June 23, 1999.* (e) First Amendment to Credit Agreement dated June 21, 2000.* 14. Consents of PricewaterhouseCoopers LLP. 15. Not Applicable. 16. Powers of Attorney.* 17. Code of Ethics.* * Incorporated by reference to Registrant's Registration Statement on Form N-14 filed on October 11, 2000. ** Incorporated by reference to Registrant's Registration Statement on Form N-14/A filed on March 29, 2001. Item 17. Undertakings 1. The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. 2. The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 29th day of June 2001. The Indonesia Fund, Inc. By: /s/ Michael A. Pignataro ------------------------------ Michael A. Pignataro, Chief Financial Officer and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE * Chairman of the Board June 29, 2001 - ------------------------------ and Director James McCaughan * Director June 29, 2001 - ------------------------------ William W. Priest * Director June 29, 2001 - ------------------------------ Dr. Enrique R. Arzac * Director June 29, 2001 - ------------------------------ Lawrence J. Fox * Director June 29, 2001 - ------------------------------ Richard H. Francis /s/ Michael A. Pignataro Chief Financial Officer June 29, 2001 - ------------------------ and Secretary Michael A. Pignataro * Pursuant to power-of-attorney filed on signature page of Registrant's Registration Statement on Form N-14 filed on October 11, 2000. Exhibit No. - ----------- 12. (a) Opinion of Willkie Farr & Gallagher with respect to tax matters. (b) Opinion of Sidley Austin Brown & Wood LLP with respect to tax matters. 14. Consents of PricewaterhouseCoopers LLP EX-12.A 2 ifi918859.txt OPINION OF WILLKIE FARR & GALLAGHER [WILLKIE FARR & GALLAGHER LETTERHEAD] June 11, 2001 The Indonesia Fund, Inc. 466 Lexington Avenue 16th Floor New York, New York 10017-3147 Ladies and Gentlemen: You have asked us for our opinion concerning certain federal income tax consequences to (a) Jakarta Growth Fund, Inc., a Maryland corporation (the "Acquired Fund"), (b) The Indonesia Fund, Inc., a Maryland corporation (the "Acquiring Fund"), and (c) holders (the "Acquired Fund Shareholders") of voting shares of common stock of the Acquired Fund (the "Acquired Fund Shares") when Acquired Fund Shareholders receive voting shares of common stock of the Acquiring Fund (the "Acquiring Fund Shares") in exchange for their Acquired Fund Shares pursuant to the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund (the "Reorganization"), all pursuant to that certain Agreement and Plan of Reorganization, dated as of March 29, 2001 (the "Agreement"), between the Acquired Fund and the Acquiring Fund. This opinion is delivered pursuant to Section 8.4(b) of the Agreement. Pursuant to the Reorganization (a) the Acquiring Fund will acquire substantially all of the assets of the Acquired Fund and assume all of the liabilities of the Acquired Fund solely for Acquiring Fund Shares and cash in an amount equal to the aggregate net value of the fractional Acquiring Fund Shares otherwise distributable to the Acquired Fund Shareholders, (b) the Acquired Fund will liquidate after having distributed such full Acquiring Fund Shares and cash to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares, and (c) the Acquired Fund will terminate its registration under the Investment Company Act of 1940, as amended (the "1940 Act"). We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document to so execute that document, the authenticity of all documents submitted to us as originals and the June 11, 2001 Page 2 conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made inquiry as to the underlying facts which we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to the Acquired Fund and the Acquiring Fund set forth in Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 (the "Registration Statement") filed by the Acquiring Fund with the Securities and Exchange Commission and representations made in letters from the Acquired Fund and the Acquiring Fund addressed to us for our use in rendering this opinion (the "Tax Representation Letters"). We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate. Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Registration Statement. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter. Based upon the foregoing, we are of the opinion that for federal income tax purposes: (a) the Reorganization as provided in the Agreement will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquired Fund as a result of the Reorganization or upon the conversion of the Acquired Fund Shares to Acquiring Fund Shares; (c) no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; (d) no gain or loss will be recognized by the Acquired Fund Shareholders upon the conversion of their Acquired Fund Shares into Acquiring Fund Shares except to the extent such shareholders are paid in cash in lieu of fractional Acquiring Fund Shares in the Reorganization; (e) the tax basis of the Acquired Fund assets in the hands of the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the Reorganization; June 11, 2001 Page 3 (f) immediately after the Reorganization, the tax basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder in the Reorganization (including that of fractional Acquiring Fund Shares deemed distributed by the Acquiring Fund) will be equal, in the aggregate, to the tax basis of the Acquired Fund Shares owned by such Acquiring Fund Shareholder immediately prior to the Reorganization; (g) an Acquired Fund Shareholder's holding period for Acquiring Fund Shares (including that of fractional Acquiring Fund Shares deemed distributed by the Acquiring Fund) will be determined by including the period for which he or she held the Acquired Fund Shares exchanged pursuant to the Reorganization, provided, that such Acquired Fund Shares were held as capital assets; (h) the Acquiring Fund's holding period with respect to the Acquired Fund assets transferred will include the period for which such assets were held by the Acquired Fund; and (i) the paym`ent of cash to an Acquired Fund Shareholder in lieu of fractional Acquiring Fund Shares will be treated as though the fractional Acquiring Fund Shares were distributed as part of the Reorganization and then redeemed by the Acquiring Fund with the result that the Acquired Fund Shareholder will have a capital gain or loss to the extent the cash distribution differs from such Acquired Fund Shareholder's basis allocable to the fractional Acquiring Fund Shares. The opinion set forth in (i) above assumes that (a) the converted Acquired Fund Shares were held by the Acquired Fund Shareholder as capital assets immediately prior to the Reorganization, (b) the percentage of the outstanding Acquiring Fund Shares owned by the Acquired Fund Shareholder immediately after the cash distribution (including any Acquiring Fund Shares which are deemed to be owned at such time by such Acquired Fund Shareholder pursuant to Section 302(c)(1) of the Code) is less than the percentage that would have resulted if fractional Acquiring Fund Shares had actually been distributed to such Acquired Fund Shareholder in lieu of cash, and (c) the distribution of cash in lieu of fractional Acquiring Fund Shares is not pursuant to a formal or informal plan to proportionately reduce the holdings of all of the owners of Acquiring Fund Shares. Our opinion is based upon the accuracy of the certifications, representations and warranties and the satisfaction of the covenants and obligations contained in the Agreement, the Tax Representation Letters and in the various other documents related thereto. Our opinion may not be relied upon if any such certifications, representations or warranties are not accurate or if any of such covenants or obligations are not satisfied in all material respects. June 11, 2001 Page 4 Very truly yours, /s/ Willkie Farr & Gallagher EX-12.B 3 ifi918883.txt OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP [SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD] June 11, 2001 Jakarta Growth Fund, Inc. 180 Maiden Lane 26th Floor New York, New York 10038 Re: Merger of The Indonesia Fund, Inc. and Jakarta Growth Fund, Inc. ---------------------------------------------------------------- Ladies and Gentlemen: You have asked us for our opinion concerning certain federal income tax consequences to (a) Jakarta Growth Fund, Inc., a Maryland corporation (the "Acquired Fund"), (b) The Indonesia Fund, Inc., a Maryland corporation (the "Acquiring Fund"), and (c) holders (the "Acquired Fund Shareholders") of voting shares of common stock of the Acquired Fund (the "Acquired Fund Shares") when Acquired Fund Shareholders receive voting shares of common stock of the Acquiring Fund (the "Acquiring Fund Shares") in exchange for their Acquired Fund Shares pursuant to the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund in exchange for the Acquiring Fund Shares (the "Reorganization"), all pursuant to that certain Agreement and Plan of Reorganization, dated as of March 27, 2001 (the "Agreement"), between the Acquired Fund, the Acquiring Fund, and Credit Suisse Asset Management, LLC. This opinion is delivered pursuant to Section 9.4 of the Agreement. Pursuant to the Reorganization (a) the Acquiring Fund will acquire substantially all of the assets of the Acquired Fund and assume all of the liabilities of the Acquired Fund solely for Acquiring Fund Shares and cash in an amount equal to the aggregate net value of the fractional Acquiring Fund Shares otherwise distributable to the Acquired Fund Shareholders, (b) the Acquiring Fund will liquidate after having distributed such full Acquiring Fund Shares and cash to the Acquired Fund Shareholders in exchange for their Acquiring Fund Shares, and (c) the Acquiring Fund will be the surviving Fund in the Reorganization. We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document to so execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made inquiry as to the underlying facts which we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to the Acquired Fund and the Acquiring Fund set forth in the Post-Effective Amendment to the Registration Statement on Form N-14 (the "Registration Statement") filed by the Acquiring Fund with the Securities and Exchange Commission and representations made in letters from the Acquired Fund and the Acquiring Fund addressed to us for our use in rendering this opinion (the "Tax Representation Letters"). We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate. Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Registration Statement. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter. Based upon the foregoing, we are of the opinion that for federal income tax purposes: (a) the transfer to the Acquiring Fund of substantially all of the Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, followed by the distribution of such Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquiring Fund on the receipt of substantially all of the assets of the Acquired Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund in exchange for the Acquiring Fund Shares; (c) no gain or loss will be recognized by the Acquired Fund upon the transfer of substantially all of the Acquired Fund's assets to the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund in exchange for the Acquiring Fund Shares or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares; (d) no gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund Shares for the Acquiring Fund Shares except to 2 the extent such Acquired Fund Shareholders are paid cash in lieu of fractional Acquiring Fund Shares; (e) the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund Shareholders pursuant to the Reorganization (including that of the fractional Acquiring Fund Shares deemed distributed to such Acquired Fund Shareholder by the Acquired Fund) will be the same as the aggregate tax basis of the Acquired Fund Shares held by such Acquired Fund Shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund Shareholder (including that of the fractional Acquiring Fund Shares deemed distributed to such Acquired Fund Shareholder by the Acquired Fund) will include the period during which the Acquired Fund Shares exchanged therefor were held by such Acquired Fund shareholder (provided that such Acquired Fund Shares were held as capital assets in the hands of such Acquired Fund Shareholder on the date of the Reorganization); (f) the tax basis of the Acquired Fund's assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization, and the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund; and (g) the payment of cash to an Acquired Fund Shareholder in lieu of fractional Acquiring Fund Shares will be treated as though the fractional Acquiring Fund Shares were distributed as part of the Reorganization and then redeemed by the Acquiring Fund with the result that the Acquired Fund Shareholder will have a capital gain or loss to the extent the cash distribution differs from such Acquired Fund Shareholder's basis allocable to the fractional Acquiring Fund Shares. The opinion set forth in (g) above assumes that (a) the converted Acquired Fund Shares were held by the Acquired Fund Shareholder as capital assets immediately prior to the Reorganization, (b) the percentage of the outstanding Acquiring Fund Shares owned by the Acquired Fund Shareholder immediately after the cash distribution (including any Acquiring Fund Shares which are deemed to be owned at such time by such Acquired Fund Shareholder pursuant to Section 302(c)(1) of the Code) is less than the percentage that would have resulted if fractional Acquiring Fund Shares had actually been distributed to such Acquired Fund Shareholder in lieu of cash, and (c) the distribution of cash in lieu of fractional Acquiring Fund Shares is not pursuant to a formal or informal plan to proportionately reduce the holdings of all of the owners of Acquiring Fund Shares. Our opinion is based upon the accuracy of the certifications, representations and warranties and the satisfaction of the covenants and obligations contained in the Agreement, the Tax Representation Letters and in the various other documents related thereto. Our opinion may 3 not be relied upon if any such certifications, representations or warranties are not accurate or if any of such covenants or obligations are not satisfied in all material respects. Very truly yours, /s/ Sidley Austin Brown & Wood LLP 4 EX-14 4 ifi918202.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement of The Indonesia Fund, Inc. on Form N-14 of our report dated February 23, 2001 on our audit of the financial statements and financial highlights of The Indonesia Fund, Inc., which report is included in the Annual Report to Shareholders for the year ended December 31, 2000, which is incorporated by reference in the Registration Statement. We also consent to the reference to our Firm under the headings "Financial Highlights" and "Experts" in the Prospectus/Proxy Statement. PricewaterhouseCoopers LLP /s/ PricewaterhouseCoopers LLP Two Commerce Square Suite 1700 2001 Market Street Philadelphia, Pennsylvania June 28, 2001 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement of The Indonesia Fund, Inc. on Form N-14 of our report dated May 10, 2000 on our audit of the financial statements and financial highlights of Jakarta Growth Fund, Inc., which report is included in the Annual Report to Shareholders for the year ended March 31, 2000, which is incorporated by reference in the Registration Statement. We also consent to the references to our Firm under the headings "Financial Highlights" and "Experts" in the Prospectus/Proxy Statement. PricewaterhouseCoopers LLP /s/ PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, NY 10036 June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----