<PAGE>
T.ROWEPRICE
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T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202
James S. Riepe
Managing Director
Dear Shareholder:
All of the T. Rowe Price mutual funds will hold shareholder meetings in
1994 to elect directors, ratify the selection of independent accountants, and
approve amendments to a number of fundamental policies.
The T. Rowe Price funds are not required to hold annual meetings each year
if the only items of business are to elect directors or ratify accountants. As
a result, most of the funds have not held annual meetings for a number of
years. There are, however, conditions under which the funds must ask
shareholders to elect directors, and one is to comply with a requirement that
a minimum number have been elected by shareholders, not appointed by the
funds' boards. Since the last annual meetings of the T. Rowe Price funds,
several directors have retired and new directors have been added. In addition,
a number of directors will be retiring in the near future.
Given this situation, we believed it appropriate to hold annual meetings
for all the T. Rowe Price funds in 1994. In anticipation, we decided to review
the investment policies of all of the funds for consistency among funds and to
make sure the portfolio managers have the flexibility they need to manage your
money in today's fast changing financial markets. The changes being
recommended, which are explained in detail in the enclosed proxy material, do
not alter the funds' investment objectives or basic investment programs.
In many cases the proposals are common to several funds, so we have
combined certain proxy statements to save on fund expenses. For those of you
who own more than one of these funds, the combined proxy will also save you
the time of reading more than one document before you vote and mail your
ballots. The proposals which are specific to an individual fund are easily
identifiable on the Notice and in the proxy statement discussion. If you own
more than one fund, please note that each fund has a separate card. You should
vote and sign each one, then return all of them to us in the enclosed
postage-paid envelope.
Your early response will be appreciated and could save your fund the
substantial costs associated with a follow-up mailing. We know we are asking
you to read a rather formidable proxy statement, but this approach represents
the most efficient one for your fund as well as for the other funds. Thank you
for your cooperation. If you have any questions, please call us at
1-800-225-5132.
Sincerely,
SIG
James S. Riepe
Director, Mutual Funds Division
CUSIP#77956H401/fund#079
CUSIP#77956H609/fund#051
CUSIP#77956H104/fund#076
CUSIP#77956H302/fund#038
CUSIP#77956H203/fund#037
CUSIP#77956H708/fund#062
CUSIP#77956H880/fund#097
CUSIP#77956H500/fund#039
CUSIP#77956H807/fund#063
{{PAGE}}
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
EUROPEAN STOCK FUND
GLOBAL GOVERNMENT BOND FUND
INTERNATIONAL BOND FUND
INTERNATIONAL DISCOVERY FUND
INTERNATIONAL STOCK FUND
JAPAN FUND
LATIN AMERICA FUND
NEW ASIA FUND
SHORT-TERM GLOBAL INCOME FUND
NOTICE OF MEETING OF SHAREHOLDERS
APRIL 20, 1994
The Annual Meeting of Shareholders of the Funds, set forth above (each a
"Fund" and collectively the "Funds"), respectively, will be held jointly on
Wednesday, April 20, 1994, at 11:00 o'clock a.m., Eastern time, at the offices
of the Funds, 100 East Pratt Street, Baltimore, Maryland 21202. The Funds are
individual portfolios of T. Rowe Price International Funds, Inc. (the
"Corporation"), a Maryland corporation. The following matters will be acted
upon at that time:
1. For the shareholders of all Funds: To elect six (6) directors to serve
until the next annual meeting, if any, or until their successors shall have
been duly elected and qualified;
2. For the shareholders of all Funds, except Latin America Fund:
A. To amend each Fund's fundamental policies to increase its ability
to engage in borrowing transactions;
B. To amend each Fund's fundamental policies on investing in
commodities and futures contracts to permit greater flexibility in
futures trading;
C. To amend each Fund's fundamental policies on industry
concentration;
D. To amend each Fund's fundamental policies to increase its ability
to engage in lending transactions;
E. To amend each Fund's fundamental policies on the issuance of senior
securities;
F. To change from a fundamental to an operating policy each Fund's
policy on purchasing securities on margin;
CUSIP#77956H401/fund#079
CUSIP#77956H609/fund#051
CUSIP#77956H104/fund#076
CUSIP#77956H302/fund#038
CUSIP#77956H203/fund#037
CUSIP#77956H708/fund#062
CUSIP#77956H880/fund#097
CUSIP#77956H500/fund#039
CUSIP#77956H807/fund#063
{{PAGE}}
G. hange from a fundamental to an operating policy each Fund's policy
on pledging assets;
H. To change from a fundamental to an operating policy each Fund's
policy on short sales;
3. FOR THE SHAREHOLDERS OF ALL FUNDS: To amend the Articles of
Incorporation to delete the requirement that stock certificates be
issued to shareholders;
4. FOR THE SHAREHOLDERS OF INTERNATIONAL STOCK FUND: To amend the Fund's
investment objective to clarify that the Fund seeks long-term growth of
capital;
5. FOR THE SHAREHOLDERS OF THE GLOBAL GOVERNMENT BOND, NEW ASIA AND
SHORT-TERM GLOBAL INCOME FUNDS: to ratify or reject the selection of
the firm of Coopers & Lybrand as the independent accountants for the
fiscal year 1994;
FOR THE SHAREHOLDERS OF THE EUROPEAN STOCK, INTERNATIONAL BOND,
INTERNATIONAL DISCOVERY, INTERNATIONAL STOCK, JAPAN AND LATIN AMERICA
FUNDS: to ratify or reject the selection of the firm of Price
Waterhouse as the independent accountants for the fiscal year 1994; and
6. To transact such other business as may properly come before the meeting
and any adjournments thereof.
LENORA V. HORNUNG
Secretary
March 2, 1994
100 East Pratt Street
Baltimore, Maryland 21202
YOUR VOTE IS IMPORTANT
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICES ON EACH OF THE MATTERS TO BE
ACTED UPON AND TO DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR
PROMPT RETURN OF THE PROXY WILL HELP ASSURE A QUORUM AT THE MEETING AND AVOID
THE ADDITIONAL FUND EXPENSE OF FURTHER SOLICITATION.
{{PAGE}
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
EUROPEAN STOCK FUND
GLOBAL GOVERNMENT BOND FUND
INTERNATIONAL BOND FUND
INTERNATIONAL DISCOVERY FUND
INTERNATIONAL STOCK FUND
JAPAN FUND
LATIN AMERICA FUND
NEW ASIA FUND
SHORT-TERM GLOBAL INCOME FUND
MEETING OF SHAREHOLDERS--APRIL 20, 1994
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
by the Funds, set forth above (each a "Fund" and collectively the "Funds"),
respectively, for use at the Annual Meeting of Shareholders of the Funds to be
held jointly on April 20, 1994, and at any adjournments thereof. The Funds are
individual portfolios of T. Rowe Price International Funds, Inc. (the
"Corporation"), a Maryland corporation.
Shareholders may vote only on matters which concern the Fund or Funds in
which they hold shares. Shareholders are entitled to one vote for each full
share, and a proportionate vote for each fractional share, of the Fund held as
of the record date. Under Maryland law, shares owned by two or more persons
(whether as joint tenants, co-fiduciaries, or otherwise) will be voted as
follows, unless a written instrument or court order providing to the contrary
has been filed with the Fund: (1) if only one votes, that vote will bind all;
(2) if more than one votes, the vote of the majority will bind all; and (3) if
more than one votes and the vote is evenly divided, the vote will be cast
proportionately.
In order to hold the meeting, a majority of each Fund's shares entitled to
be voted must have been received by proxy or be present at the meeting. In the
event that a quorum is present but sufficient votes in favor of one or more of
the Proposals are not received by the time scheduled for the meeting, the
persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies. Any such adjournment will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the meeting adjourned. The persons named as proxies will
vote in favor of such adjournment if they determine that such adjournment and
additional solicitation is reasonable and in the interests of each Fund's
shareholders.
The individuals named as proxies (or their substitutes) in the enclosed
proxy card (or cards if you own shares of more than one Fund or have multiple
accounts) will vote in accordance with your directions as indicated thereon if
your proxy is received properly executed. You may direct the proxy holders to
vote your shares on a Proposal by checking the appropriate box "For" or
"Against," or instruct them not to vote those shares on the Proposal by
checking the "Abstain" box. Alternatively, you may simply sign, date and
return your proxy card(s) with no specific instructions as to the Proposals.
If you properly execute your proxy card and give no voting instructions with
respect to a Proposal, your shares will be voted for the Proposal. Any proxy
may be revoked at any time prior to its exercise by filing with the Fund a
written notice of revocation, by delivering a duly executed proxy bearing a
later date, or by attending the meeting and voting in person.
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Abstentions and "broker non-votes" (as defined below) are counted for
purposes of determining whether a quorum is present, but do not represent
votes cast with respect to any Proposal. "Broker non-votes" are shares held by
a broker or nominee for which an executed proxy is received by the Fund, but
are not voted as to one or more Proposals because instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
VOTE REQUIRED: FOR PROPOSAL 1, ELECTION OF DIRECTORS, ALL FUNDS VOTE
TOGETHER AND A PLURALITY OF THE COMBINED VOTES CAST AT THE MEETING BY THE
SHAREHOLDERS OF ALL FUNDS IS SUFFICIENT TO APPROVE PROPOSAL 1. FOR PROPOSAL 3,
RELATING TO STOCK CERTIFICATES, ALL FUNDS VOTE TOGETHER AND A MAJORITY OF THE
OUTSTANDING SHARES OF THE CORPORATION IS NECESSARY TO APPROVE PROPOSAL 3. FOR
PROPOSAL 5, RATIFICATION OF AUDITORS, EACH FUND VOTES SEPARATELY AND FOR EACH
FUND A MAJORITY OF THE SHARES PRESENT IN PERSON OR BY PROXY AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 5. FOR ALL OF THE REMAINING PROPOSALS, THE
FUNDS VOTE SEPARATELY AND APPROVAL OF EACH PROPOSAL FOR EACH FUND REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF THE LESSER OF (A) 67% OF THE SHARES PRESENT
AT THE MEETING IN PERSON OR BY PROXY, OR (B) A MAJORITY OF EACH FUND'S
OUTSTANDING SHARES.
If the proposed amendments to the Articles of Incorporation and
fundamental investment policies are approved, they will become effective on or
about May 1, 1994. If a proposed amendment to the Articles of Incorporation or
fundamental investment policies is not approved, it will remain unchanged. If
the proposed change to the investment objective of the International Stock
Fund is approved, it will become effective on or about May 1, 1994. If the
proposed change to the Fund's investment objective is not approved, it will
remain unchanged.
Each Fund will pay a portion of the costs of the meeting, including the
solicitation of proxies, allocated on the basis of the number of shareholder
accounts of each Fund. Persons holding shares as nominees will be reimbursed,
upon request, for their reasonable expenses in sending solicitation materials
to the principals of the accounts. In addition to the solicitation of proxies
by mail, directors, officers, and/or employees of each Fund or of its
investment manager, Rowe Price-Fleming International, Inc. ("Price-Fleming"),
may solicit proxies in person or by telephone.
The approximate date on which this Proxy Statement and form of proxy is
first being mailed to shareholders of each Fund is March 2, 1994.
1. ELECTION OF DIRECTORS
The following table sets forth information concerning each of the nominees
for director. Each nominee has agreed to hold office until the next annual
meeting (if any) or his successor is duly elected and qualified. With the
exception of Mr. Deering, each of the nominees is a member of the present
Board of Directors of the Corporation and has served in that capacity since
originally elected. Mr. Deering was elected a director of the Corporation by
the Board of Directors effective July 17, 1991. A shareholder using the
enclosed proxy form can vote for all or any of the nominees of the
Corporation's Board of Directors or withhold his or her vote from all or any
of such nominees. IF THE PROXY CARD IS PROPERLY EXECUTED BUT UNMARKED, IT WILL
BE VOTED FOR ALL OF THE NOMINEES. Should any nominee become unable or
unwilling to accept nomination or election, the persons named in the proxy
will exercise their voting power in favor of such other person or persons as
the Board of Directors may recommend. There are no family relationships among
these nominees.
{{PAGE}}
All Other
Fund Price Funds'
Shares Shares
Name, Year of Beneficially Beneficially
Address, and Original Owned, Directly Owened
Date of Election or Indirectly, Directly
Birth of as as of as of
Nominee Principal Occupations/(1) Director 1/31/94/(2)/ 1/31/94
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Leo C. Bailey Retired; Director of 1979 European Stock: 154,515
3396 S. the following T. Rowe 522
Placita Price Funds: International
Fabula Institutional Stock: 7,702
Green Valley, International (since New Asia: 1,900
AZ 85614 inception), Growth Short-Term
3/3/24 Stock, New Era, Science Global: 13,029
& Technology, Index
Trust (since
inception), Balanced
(since inception),
Mid-Cap Growth (since
inception), OTC (since
inception), Dividend
Growth (since
inception), and Blue
Chip Growth (since
inception)
Anthony W. President and Chief 1991 European Stock: 68,653
Deering Operating Officer, The 11,874
10275 Little Rouse Company, real International
Patuxent estate developers, Discovery: 8,571
Parkway Columbia, Maryland;
Columbia, MD Advisory Director,
21044 Kleinwort, Benson
1/28/45 (North America)
Corporation, a
registered
broker-dealer, and a
Director/Trustee of
Institutional
International Funds,
Inc. (since inception),
and the 16 T. Rowe
Price Income
Funds/Trusts
Donald W. Principal, Overseas 1988 European Stock: 166,590
Dick, Jr. Partners, Inc., a 445
375 Park financial investment Global
Avenue firm; (formerly Government Bond:
New York, NY 6/65-3/89) Director and 697
10152 Vice President-Consumer International
1/27/43 Products Division, Bond: 387
McCormick & Company, International
Inc., international Discovery: 956
food processors; International
Director/Trustee, Stock: 356
Waverly Press, Inc. and Japan: 1,432
the following T. Rowe New Asia: 745
Price Funds/Trusts: Short-Term
Institutional Global: 491
International (since
inception), Growth
Stock, Growth & Income,
New America Growth,
Capital Appreciation,
Balanced (since
inception), Mid-Cap
Growth (since
inception), OTC (since
inception), Dividend
Growth (since
inception), and Blue
Chip Growth (since
inception)
{{PAGE}}
Addison Financial management; 1979 European Stock: 14,013
Lanier President and Director, 1,059
441 Vine Thomas Emery's Sons, Global
Street, #2310 Inc. and Emery Group, Government Bond:
Cincinnati, Inc.; Director/Trustee, 1,108
OH Scinet Development and International
45202-2913 Holdings, Inc. and the Bond: 1,632
1/12/24 following T. Rowe Price International
Funds/Trusts: Discovery: 3,974
Institutional International
International (since Stock: 2,421
inception), New America Japan: 1,255
Growth, Equity Income, New Asia: 1,061
Small-Cap Value,
Balanced (since
inception), Mid-Cap
Growth (since
inception), OTC (since
inception), Dividend
Growth (since
inception), and Blue
Chip Growth (since
inception)
*M. David Chairman of the Board 1979 European Stock: 331,454
Testa and member of the 463
100 East Executive Committee of Global
Pratt Street the Fund; Managing Government Bond:
Baltimore, MD Director, T. Rowe Price 418
21202 Associates, Inc.; International
Chairman of the Board, Bond: 418
Rowe Price-Fleming International
International, Inc. and Discovery:
the following T. Rowe 51,630
Price Funds: International
Institutional Stock: 44,171
International (since Japan: 598
inception) and Growth New Asia: 15,971
Stock; Vice President Short-Term
and Director, T. Rowe Global Income:
Price Trust Company and 2,452
T. Rowe Price Balanced
Fund, Inc. (since
inception); Director of
the following T. Rowe
Price Funds: Dividend
Growth (since
inception) and Blue
Chip Growth (since
inception); Vice
President, T. Rowe
Price Spectrum Fund,
Inc. (since inception)
*Martin G. President and member of 1982 International --
Wade Executive Committee of Stock: 3,740
25 Copthall the Fund; President,
Avenue Rowe Price-Fleming
London, EC2R International, Inc.;
7DR Director, Robert
England Fleming Holdings
2/16/43 Limited; President and
Director, Institutional
International Funds,
Inc. (since inception)
{{PAGE}}
* Nominees considered "interested persons" of Price-Fleming.
(1) Except as otherwise noted, each individual has held the office indicated,
or other offices in the same company, for the last five years.
(2) In addition to the shares owned beneficially and of record by each of the
nominees, the amounts shown reflect the aggregate proportionate interests
of Mr. Testa in 9,797 shares of the Funds, which are owned by a
wholly-owned subsidiary of T. Rowe Price Associates, Inc. ("T. Rowe
Price"), and his aggregate interest in 34,249 shares owned by the T. Rowe
Price Associates, Inc. Profit Sharing Trust.
The directors of the Corporation who are officers or employees of
Price-Fleming receive no remuneration from the Corporation. For the year 1993,
each of the other directors, Messrs. Bailey, Deering, Dick, and Lanier, were
each paid a directors' fee aggregating $106,728, including expenses. The fee
paid to each such director is calculated in accordance with the following fee
schedule: a fee of $25,000 per year as the initial fee for the first Price
Fund/Trust on which a director serves; a fee of $5,000 for each of the second,
third, and fourth Price Funds/Trusts on which a director serves; a fee of
$2,500 for each of the fifth and sixth Price Funds/Trusts on which a director
serves; and a fee of $1,000 for each of the seventh and any additional Price
Funds/Trusts on which a director serves. Those nominees indicated by an
asterisk (*) are persons who, for purposes of Section 2(a)(19) of the
Investment Company Act of 1940 are considered "interested persons" of
Price-Fleming. Each such nominee is deemed to be an "interested person" by
virtue of his officership, directorship, and/or employment with Price-Fleming.
Messrs. Bailey, Deering, Dick, and Lanier are the independent directors of the
Corporation.
The Price Funds have established a Joint Audit Committee, which is
comprised of at least one independent director representing each of the Funds.
Messrs. Bailey, Deering and Dick, directors of the Corporation, are members of
the Committee. The other member is Hubert D. Vos. These directors also receive
a fee of $500 for each Committee meeting attended. The Audit Committee holds
two regular meetings during each fiscal year, at which time it meets with the
independent accountants of the Price Funds to review: (1) the services
provided; (2) the findings of the most recent audit; (3) management's response
to the findings of the most recent audit; (4) the scope of the audit to be
performed; (5) the accountants' fees; and (6) any accounting questions
relating to particular areas of the Price Funds' operations or the operations
of parties dealing with the Price Funds, as circumstances indicate.
The Board of Directors of the Corporation has an Executive Committee which
is authorized to assume all the powers of the Board to manage the Corporation,
with respect to each Fund, in the intervals between meetings of the Board,
except the powers prohibited by statute from being delegated.
The Board of Directors of the Corporation has a Nominating Committee,
which is comprised of all the Price Funds' independent directors. The
Nominating Committee, which functions only in an advisory capacity, is
responsible for reviewing and recommending to the full Board candidates for
election as independent directors to fill vacancies on the Board of Directors.
The Nominating Committee will consider written recommendations from
shareholders for possible nominees. Shareholders should submit their
recommendations to the Secretary of the Corporation. Members of the Nominating
Committee met informally during the last full fiscal year, but the Committee
as such held no formal meetings.
{{PAGE}}
The Board of Directors held eight meetings during the last full fiscal
year. With the exception of Mr. Wade, each director standing for reelection
attended 75% or more of the aggregate of (i) the total number of meetings of
the Board of Directors (held during the period for which he was a director)
and (ii) the total number of meetings held by all committees of the Board on
which he served.
ALL FUNDS EXCEPT LATIN AMERICA FUND
2. APPROVAL OR DISAPPROVAL OF CHANGES TO THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES
The Investment Company Act of 1940 (the "1940 Act") requires investment
companies such as the Funds to adopt certain specific investment policies that
can be changed only by shareholder vote. An investment company may also elect
to designate other policies that may be changed only by shareholder vote. Both
types of policies are often referred to as "fundamental policies." Certain of
the Funds' fundamental policies have been adopted in the past to reflect
regulatory, business or industry conditions that are no longer in effect.
Accordingly, the Board of Directors of the Corporation, on behalf of each
Fund, has approved, and has authorized the submission to each Fund's
shareholders for their approval, the amendment and/or reclassification of
certain of the fundamental policies applicable to each Fund.
The proposed amendments would (i) conform the fundamental policies of the
Funds to ones which are expected to become standard for all T. Rowe Price
Funds, (ii) simplify and modernize the limitations that are required to be
fundamental by the 1940 Act and (iii) eliminate as fundamental any limitations
that are not required to be fundamental by that Act. The Board believes that
standardized policies will assist the Funds and Price-Fleming in monitoring
compliance with the various investment restrictions to which the T. Rowe Price
Funds are subject. By reducing to a minimum those limitations that can be
changed only by shareholder vote, the Funds would be able to minimize the
costs and delay associated with holding frequent annual shareholders'
meetings. Finally, the Directors also believe that Price-Fleming's ability to
manage the Funds' assets in a changing investment environment will be enhanced
and that investment management opportunities will be increased by these
changes.
In the following discussion "the Fund" is intended to refer to each Fund
(other than Latin America Fund).
A. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY TO INCREASE
ITS ABILITY TO ENGAGE IN BORROWING TRANSACTIONS
The Board of Directors has proposed an amendment to the Fund's Fundamental
Investment Policies which would permit the Fund greater flexibility to engage
in borrowing transactions. The current restriction is not required by
applicable law. The new restriction would (1) allow the Fund to borrow larger
amounts of money; (2) borrow from persons other than banks or other Price
Funds to the extent permitted by applicable law; and (3) clarify that the
Fund's restriction on borrowing does not prohibit the Fund from entering into
reverse repurchase agreements and other proper investments and transactions.
The new restriction would also conform the Fund's policy on borrowing to one
which is expected to become standard for all T. Rowe Price Funds. The Board
believes that standardized policies will assist the Fund and Price-Fleming in
monitoring compliance with the various investment restrictions to which the T.
Rowe Price Funds are subject. The Board has directed that such amendment be
submitted to shareholders for approval or disapproval.
{{PAGE}}
The Fund's current fundamental policy in the area of borrowing is as
follows:
"[As a matter of fundamental policy, the Fund may not:] Borrow money,
except each Fund may borrow from banks or other Price Funds as a temporary
measure for extraordinary or emergency purposes, and then only in amounts
not exceeding 30% of its total assets valued at market. Each Fund will not
borrow in order to increase income (leveraging), but only to facilitate
redemption requests which might otherwise require untimely disposition of
portfolio securities. Interest paid on any such borrowings will reduce net
investment income. Each Fund may enter into futures contracts as set forth
in [its fundamental policy on futures];"
As amended, the Fund's fundamental policy on borrowing would be as
follows:
"[As a matter of fundamental policy, the Fund may not:] Borrow money
except that the Fund may (i) borrow for non-leveraging, temporary or
emergency purposes and (ii) engage in reverse repurchase agreements and
make other investments or engage in other transactions, which may involve
a borrowing, in a manner consistent with the Fund's investment objective
and program, provided that the combination of (i) and (ii) shall not
exceed 33 1/3% of the value of the Fund's total assets (including the
amount borrowed) less liabilities (other than borrowings) or such other
percentage permitted by law. Any borrowings which come to exceed this
amount will be reduced in accordance with applicable law. The Fund may
borrow from banks, other Price Funds or other persons to the extent
permitted by applicable law;"
If approved, the primary effect of the proposals would be to allow the
Fund to: (1) borrow up to 3 31\Z\Z3% (or such higher amount permitted by law)
of its total assets (including the amount borrowed) less liabilities (other
than borrowings) as opposed to the current limitation of 30%; (2) borrow from
persons in addition to banks and other mutual funds advised by Price-Fleming
or T. Rowe Price Associates, Inc. ("Price Funds"); and (3) enter into reverse
repurchase agreements and other investments consistent with the Fund's
investment objective and program.
33 1/3% LIMITATION
The increase in the amount of money which the Fund could borrow is
primarily designed to allow the Fund greater flexibility to meet shareholder
redemption requests should the need arise. As is the case under its current
policy, the Fund would not borrow to increase income through leveraging. It is
possible the Fund's ability to borrow a larger percentage of its assets could
adversely affect the Fund if the Fund were unable to liquidate sufficient
securities, or the Fund were forced to liquidate securities at unfavorable
prices, to pay back the borrowed sums. However, the Directors believe the
risks of such possibilities are outweighed by the greater flexibility the Fund
would have in borrowing. The increased ability to borrow should permit the
Fund, if it were faced with substantial shareholder redemptions, to avoid
liquidating securities at unfavorable prices or times to a greater degree than
would be the case under the current policy.
{{PAGE}}
REVERSE REPURCHASE AGREEMENTS
To facilitate portfolio liquidity, it is possible the Fund could enter
into reverse repurchase agreements. In a repurchase agreement, the Fund would
purchase securities from a bank or broker-dealer (Counterparty) with the
agreement that the Counterparty would repurchase the securities at a later
date. Reverse repurchase agreements are ordinary repurchase agreements in
which a fund is a seller of, rather than the purchaser of, securities, and
agrees to repurchase them at an agreed upon time and price. Reverse repurchase
agreements can avoid certain market risks and transaction costs associated
with an outright sale and repurchase. Reverse repurchase agreements, however,
may be viewed as borrowings. To the extent they are, the proposed amendment
would clarify that the Fund's restrictions on borrowing would not prohibit the
Fund from entering into a reverse repurchase agreement.
OTHER CHANGES
The other proposed changes in the Fund's fundamental policy--to allow the
Fund to borrow from persons other than banks and other Price Funds to the
extent consistent with applicable law--and to engage in transactions other
than reverse repurchase agreements which may involve a borrowing--are simply
designed to permit the Fund the greatest degree of flexibility permitted by
law in pursuing its investment program. As noted above, the Fund will not use
its increased flexibility to borrow to engage in transactions which could
result in leveraging the Fund. All activities of the Fund are, of course,
subject to the 1940 Act and the rules and regulations thereunder as well as
various state securities laws.
The Board of Directors recommends that shareholders vote FOR the proposal.
B. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL POLICIES ON INVESTING IN
COMMODITIES AND FUTURES CONTRACTS TO PROVIDE GREATER FLEXIBILITY IN
FUTURES TRADING
The Board of Directors has proposed amendments to the Fund's Fundamental
Investment Policies on commodities and futures. The principal purpose of the
proposals is to conform the Fund's policies on commodities and futures with
policies which are expected to become standard for all T. Rowe Price Funds.
The Board has directed that such amendments be submitted to shareholders for
approval or disapproval.
The Fund's current fundamental policies in the area of investing in
commodities and futures are as follows:
COMMODITIES
"[As a matter of fundamental policy, the Fund may not:] Purchase or sell
commodities or commodity contracts; except that each Fund may (i) enter
into futures contracts and options on futures contracts, subject to [its
fundamental policy on futures]; (ii) enter into forward foreign currency
exchange contracts (although the Funds do not consider such contracts to
be commodities); and (iii) invest in instruments which have the
characteristics of both futures contracts and securities;"
{{PAGE}}
FUTURES CONTRACTS
"[As a matter of fundamental policy, the Fund may not:] Enter into a
futures contract or an option thereon, although each Fund may enter into
financial and currency futures contracts or options on financial and
currency futures contracts;"
As amended, the Fund's fundamental policies on investing in futures and
commodities would be combined and would be as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase or sell
physical commodities; except that it may enter into futures contracts and
options thereon;"
In addition, the Board of Directors intends to adopt the following
operating policy, which may be changed by the Board of Directors without
further shareholder approval.
"[As a matter of operating policy, the Fund will not:] Purchase a futures
contract or an option thereon if, with respect to positions in futures or
options on futures which do not represent bona fide hedging, the aggregate
initial margin and premiums on such options would exceed 5% of the Fund's
net asset value (the "New Operating Policy")."
If adopted, the primary effect of the amendment would be to remove the
restriction in the current policies that the Fund may only enter into
financial and currency futures. Although not specifically described in the
amended fundamental restriction, the Fund would continue to have the ability
to enter into forward foreign currency contracts and to invest in instruments
which have the characteristics of futures and securities.
The Fund has no current intention of investing in non-financial types of
futures. However, the new policy, if adopted, would allow it to do so. The
risks of any such futures activity could differ from the risks of the Fund's
currently permitted futures activity. As noted, the principal purpose of
seeking the proposed change in the Fund's fundamental policies is to conform
such policies to ones which are expected to become standard for all T. Rowe
Price Funds. The Board of Directors believes that standardized policies will
assist the Fund and Price-Fleming in monitoring compliance with the various
investment restrictions to which the T. Rowe Price Funds are subject.
The Board of Directors recommends that shareholders vote FOR the proposal.
C. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL POLICY ON INDUSTRY CONCENTRATION
EUROPEAN STOCK, INTERNATIONAL BOND, INTERNATIONAL DISCOVERY, AND INTERNATIONAL
STOCK FUNDS
The Board of Directors has proposed an amendment to the Fund's Fundamental
Investment Policies on industry concentration. The amendment would not result
in a change in the way in which the Fund invests its assets. If the amendment
is adopted, under the new fundamental policy, it would be prohibited from
investing more than 25% of its total assets in the securities of any single
foreign government. The Fund currently has an operating policy prohibiting
such investments. The Board has directed that such amendment be submitted to
shareholders for approval or disapproval.
{{PAGE}}
EUROPEAN STOCK, INTERNATIONAL DISCOVERY, AND INTERNATIONAL STOCK FUNDS
The Fund's current fundamental policy in the area of industry
concentration is as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase the
securities of any issuer, if, as a result, more than 25% of the value of a
Fund's total assets would be invested in the securities of issuers having
their principal business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or any foreign
government, their agencies or instrumentalities. The Fund, as a matter of
operating policy, will not invest more than 25% of its total assets in
securities issued by any one foreign government;"
As amended the Fund's fundamental policy on industry concentration would
be as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase the
securities of any issuer if, as a result, more than 25% of the value of
the Fund's total assets would be invested in the securities of issuers
having their principal business activities in the same industry;"
INTERNATIONAL BOND FUND
The Fund's current fundamental policy in the area of industry
concentration is as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase the
securities of any issuer, if, as a result, more than 25% of the value of
the Fund's total assets would be invested in the securities of issuers
having their principal business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or any foreign
government, their agencies or instrumentalities; provided, however, that
the Fund will normally concentrate 25% or more of its assets in securities
of the banking industry when the Fund's position in issues maturing in one
year or less equals 35% or more of the Fund's total assets. The Fund, as a
matter of operating policy, will not invest more than 25% of its total
assets in securities issued by any one foreign government;"
As amended the Fund's fundamental policy on industry concentration would
be as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase the
securities of any issuer if, as a result, more than 25% of the value of
the Fund's total assets would be invested in the securities of issuers
having their principal business activities in the same industry; provided,
however, that the Fund will normally concentrate 25% or more of its assets
in securities of the banking industry when the Fund's position in issues
maturing in one year or less equals 35% or more of the Fund's total
assets;"
{{PAGE}}
The amended policy does not include any reference to obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities as an
exception to the general prohibition against industry concentration. This is
because the Securities and Exchange Commission ("SEC") has determined that the
U.S. government is not an industry. Therefore, there is no need to make
specific reference to this position in the policy. By contrast, the SEC
considers foreign governments to be industries for purposes of industry
concentration restrictions. As a result, the Fund would continue to be
prohibited from investing more than 25% of the value of its total assets in
the securities of foreign governments, unless the SEC were to determine
foreign governments were not an industry for purposes of this concentration
restriction. No change would be made in the International Bond Fund's policy
on concentrating in the banking industry.
The Board of Directors recommends that shareholders vote FOR the proposal.
GLOBAL GOVERNMENT, JAPAN, NEW ASIA, AND SHORT-TERM GLOBAL INCOME FUNDS
The Board of Directors has proposed an amendment to the Fundamental
Investment Policy of the Fund on industry concentration. The purpose of the
amendment is to conform the Fund's policy on concentration to one which is
expected to become standard for most T. Rowe Price Funds. The amendment would
not result in a change in the way in which the Fund invests its assets. The
Board has directed that such amendment be submitted to shareholders for
approval or disapproval.
The Fund's current fundamental policy in the area of industry
concentration is as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase the
securities of any issuer, if, as a result, more than 25% of the value of a
Fund's total assets would be invested in the securities of issuers having
their principal business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or any foreign
government, their agencies or instrumentalities. The Fund, as a matter of
fundamental policy, will not invest more than 25% of its total assets in
securities issued by any one foreign government;"
As amended the Fund's fundamental policy on industry concentration would
be as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase the
securities of any issuer if, as a result, more than 25% of the value of
the Fund's total assets would be invested in the securities of issuers
having their principal business activities in the same industry;"
The amended policy does not include any reference to obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities as an
exception to the general prohibition against industry concentration. This is
because the SEC has determined that the U.S. government is not an industry.
Therefore, there is no need to make specific reference to this position in the
policy. By contrast, the SEC considers foreign governments to be industries
for purposes of industry concentration restrictions. As a result, the Fund
would continue to be prohibited from investing more than 25% of the value of
its total assets in the securities of foreign governments, unless the SEC were
to determine foreign governments were not an industry for purposes of this
concentration restriction.
{{PAGE}}
The Board of Directors recommends that shareholders vote FOR the proposal.
D. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING THE
MAKING OF LOANS
The Board of Directors has proposed an amendment to the Fund's Fundamental
Investment Policies in order to: (i) increase slightly the amount of its
assets which may be subject to its lending policy; and (ii) allow the Fund to
purchase the entire or any portion of the debt of a company. The new
restriction would also conform the Fund's policy on lending to one which is
expected to become standard for all T. Rowe Price Funds. The Board believes
that standardized policies will assist the Fund and Price-Fleming in
monitoring compliance with the various investment restrictions to which the T.
Rowe Price Funds are subject. The Board has directed that such amendment be
submitted to shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of making loans is as
follows:
"[As a matter of fundamental policy, the Fund may not:] Make loans,
although each Fund may (i) purchase money market securities and enter into
repurchase agreements; (ii) acquire publicly-distributed bonds,
debentures, notes and other debt securities and purchase debt securities
at private placement; (iii) lend portfolio securities; and (iv)
participate in an interfund lending program with other Price Funds
provided that no such loan may be made if, as a result, the aggregate of
such loans would exceed 30% of the value of a Fund's total assets;"
As amended, the Fund's fundamental policy on loans would be as follows:
"[As a matter of fundamental policy, the Fund may not:] Make loans,
although the Fund may (i) lend portfolio securities and participate in an
interfund lending program with other Price Funds provided that no such
loan may be made if, as a result, the aggregate of such loans would exceed
33 1/3% of the value of the Fund's total assets; (ii) purchase money
market securities and enter into repurchase agreements; and (iii) acquire
publicly-distributed or privately-placed debt securities and purchase
debt;"
33 1/3% RESTRICTION
The Fund's current fundamental policy on lending restricts the Fund to
lending no more than 30% of the value of the Fund's total assets. The new
policy would raise this amount to 3 3 1/3% of the value of the Fund's total
assets. The purpose of this change is to conform the Fund's policy to one that
is expected to become standard for all T. Rowe Price Funds and to permit the
Fund to lend its assets to the maximum extent permitted under applicable law.
The Board of Directors does not view this change as significantly raising the
level of risk to which the Fund would be subject.
{{PAGE}}
PURCHASE OF DEBT
The Fund's fundamental policy on lending allows the Fund to purchase debt
securities as an exception to the general limitations on making loans.
However, there is no similar exception for the purchase of straight debt,
e.g., a corporate loan held by a bank for example which might not be
considered a debt security. The amended policy would allow the purchase of
this kind of debt. Because the purchase of straight debt could be viewed as a
loan by the Fund to the issuer of the debt, the Board of Directors has
determined to clarify this matter by including the purchase of debt as an
exception to the Fund's general prohibition against making loans. The purchase
of debt might be subject to greater risks of illiquidity and unavailability of
public information than would be the case for an investment in a publicly held
security. The primary purpose of this proposal is to conform the Fund's
fundamental policy in this area to one that is expected to become standard for
all T. Rowe Price Funds. The Fund will continue to invest primarily in equity
securities. However, the Board of Directors believes that increased
standardization will help promote operational efficiencies and facilitate
monitoring of compliance with the Fund's investment restrictions.
OTHER MATTERS
For purposes of this restriction, the Fund will consider the acquisition
of a debt security to include the execution of a note or other evidence of an
extension of credit with a term of more than nine months. Because such
transactions by the Fund could be viewed as a loan by the Fund to the maker of
the note, the Board of Directors has determined to clarify this matter by
including these transactions as an exception to the Fund's general prohibition
against making loans.
The Board of Directors recommends that shareholders vote FOR the proposal.
E. TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION ON THE ISSUANCE OF
SENIOR SECURITIES
The Fund's Board of Directors has proposed an amendment to the Fund's
Fundamental Investment Policies on issuing senior securities which would allow
the Fund to issue senior securities to the extent permitted under the 1940
Act. The new policy, if adopted, would provide the Fund with greater
flexibility in pursuing its investment objective and program. The Board has
directed that such amendment be submitted to shareholders for approval or
disapproval.
The Fund's current fundamental policy in the area of issuing senior
securities is as follows:
"[As a matter of fundamental policy, the Fund may not:] Issue senior
securities;"
As amended, the Fund's fundamental policy on issuing senior securities
would be as follows:
"[As a matter of fundamental policy, the Fund may not:] Issue senior
securities except in compliance with the Investment Company Act of 1940;"
{{PAGE}}
The 1940 Act limits a Fund's ability to issue senior securities or engage
in investment techniques which could be deemed to create a senior security.
Although the definition of a "senior security" involves complex statutory and
regulatory concepts, a senior security is generally thought of as a class of
security preferred over shares of the Fund with respect to the Fund's assets
or earnings. It generally does not include temporary or emergency borrowings
by the Fund (which might occur to meet shareholder redemption requests) in
accordance with federal law and the Fund's investment limitations. Various
investment techniques that obligate the Fund to pay money at a future date
(e.g., the purchase of securities for settlement on a date that is longer than
required under normal settlement practices) occasionally raise questions as to
whether a "senior security" is created. The Fund utilizes such techniques only
in accordance with applicable regulatory requirements under the 1940 Act.
Although the Fund has no current intention of issuing senior securities, the
proposed change will clarify the Fund's authority to issue senior securities
in accordance with the 1940 Act without the need to seek shareholder approval.
The Board of Directors recommends that shareholders vote FOR the proposal.
F. PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
PURCHASING SECURITIES ON MARGIN
The Board of Directors has proposed that the Fund's Fundamental Investment
Policy on purchasing securities on margin be changed from a fundamental policy
to an operating policy. Fundamental policies may be changed only by
shareholder vote, while operating policies may be changed by the Board of
Directors without shareholder approval. The purpose of the proposal is to
allow the Fund greater flexibility in responding to market and regulatory
developments by providing the Board of Directors with the authority to make
changes in the Fund's policy on margin without further shareholder approval.
The new restriction would also conform the Fund's policy on margin to one
which is expected to become standard for all T. Rowe Price Funds. The Board
believes that standardized policies will assist the Fund and Price-Fleming in
monitoring compliance with the various investment restrictions to which the T.
Rowe Price Funds are subject. The Board has directed that such amendment be
submitted to shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of purchasing securities
on margin is as follows:
"[As a matter of fundamental policy, the Fund may not:] Purchase
securities on margin, except for use of short-term credit necessary for
clearance of purchases of portfolio securities; except that it may make
margin deposits in connection with futures contracts, subject to [its
fundamental policy on futures];"
As amended, the Fund's operating policy on purchasing securities on margin
would be as follows:
"[As a matter of operating policy, the Fund may not:] Purchase securities
on margin, except (i) for use of short-term credit necessary for clearance
of purchases of portfolio securities and (ii) it may make margin deposits
in connection with futures contracts or other permissible investments;"
{{PAGE}}
Both the Fund's current policy and the proposed operating policy prohibit
the purchase of securities on margin but allow the Fund to make margin
deposits in connection with futures contracts and use such short-term credit
as is necessary for clearance of purchases of portfolio securities. The
proposed operating policy also would acknowledge that the Fund is permitted to
make margin deposits in connection with other investments in addition to
futures. Such investments might include, but are not limited to, written
options where the Fund could be required to put up margin with a broker as
security for the Fund's obligation to deliver the security on which the option
is written.
The Board of Directors recommends that shareholders vote FOR the proposal.
G. PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
PLEDGING ITS ASSETS
The Board of Directors has proposed that the Fund's Fundamental Investment
Policy on pledging its assets be eliminated and replaced with an operating
policy. Fundamental policies may be changed by shareholder vote, while
operating policies may be changed by vote of the Board of Directors without
shareholder approval. Applicable law does not require the current percentage
limitation set forth in the policy and does not require such policy to be
fundamental. The new operating policy would allow the Fund to pledge, in
connection with Fund indebtedness, 33 1/3% of its total assets (a slight
increase from the current restriction) and allow the Fund to pledge assets in
connection with permissible investments. The Board of Directors believes it is
advisable to provide the Fund with greater flexibility in pursuing its
investment objective and program and responding to regulatory and market
developments. The new restriction would also conform the Fund's policy on
pledging its assets to one which is expected to become standard for all T.
Rowe Price Funds. The Board believes that standardized policies will assist
the Fund and Price-Fleming in monitoring compliance with the various
investment restrictions to which the T. Rowe Price Funds are subject. The
Board has directed that such proposals be submitted to shareholders for
approval or disapproval.
The Fund's current fundamental policy in the area of pledging its assets
is as follows:
"[As a matter of fundamental policy, the Fund may not:] Mortgage, pledge,
hypothecate or, in any manner, transfer any security owned by a Fund as
security for indebtedness except as may be necessary in connection with
permissible borrowings and then such mortgaging, pledging or hypothecating
may not exceed 30% of the Fund's total assets valued at market at the time
of the borrowing;"
The operating policy on pledging of assets, to be adopted by the Fund,
would be as follows:
"[As a matter of operating policy, the Fund may not:] Mortgage, pledge,
hypothecate or, in any manner, transfer any security owned by the Fund as
security for indebtedness except as may be necessary in connection with
permissible borrowings or investments and then such mortgaging, pledging
or hypothecating may not exceed 33 1/3% of the Fund's total assets at the
time of the borrowing or investment;"
{{PAGE}}
The operating policy would allow the Fund to pledge 33 1/3% of its
total assets instead of the current 30%. The new policy, in addition to
allowing pledging in connection with indebtedness would clarify the Fund's
ability to pledge its assets in connection with permissible investments. Such
pledging could arise, for example, when the Fund engages in futures or options
transactions or purchases securities on a when-issued or forward basis. As an
operating policy, the Board of Directors could modify the proposed policy on
pledging in the future as the need arose, without seeking further shareholder
approval.
Pledging assets to other parties is not without risk. Because assets that
have been pledged to other parties may not be readily available to the Fund,
the Fund may have less flexibility in liquidating such assets if needed.
Therefore, the new policy, by allowing the Fund to pledge a greater portion of
its assets, could, to a greater extent than the current policy, impair the
Fund's ability to meet current obligations, or impede portfolio management. On
the other hand, these potential risks should be considered together with the
potential benefits, such as increased flexibility to borrow and the increased
ability of the Fund to pursue its investment program.
The Board of Directors recommends that shareholders vote FOR the proposal.
H. TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON SHORT SALES
The Fund's Board of Directors has proposed that the Fund's Fundamental
Investment Policy on effecting short sales be eliminated and replaced with an
identical operating policy. Fundamental policies may be changed only by
shareholder vote, while operating policies may be changed by the Board of
Directors without shareholder approval. The current policy of the Fund is not
required by applicable law to be fundamental. The purpose of the proposal is
to provide the Fund with greater flexibility in pursuing its investment
objective and program. The Board has directed that the proposal be submitted
to shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of effecting short sales
of securities is as follows:
"[As a matter of fundamental policy, the Fund may not:] Effect short sales
of securities;"
The operating policy on short sales, to be adopted by the Fund, would be
as follows:
"[As a matter of operating policy, the Fund may not:] Effect short sales
of securities;"
The current fundamental policy was formerly required by certain states to
be fundamental. This is no longer the case and the replacement of the policy
with an operating policy will adequately protect the Fund while providing
greater flexibility to the Fund to respond to market or regulatory
developments by allowing the Board of Directors the authority to make changes
in this policy without seeking further shareholder approval.
In a short sale, an investor, such as the Fund, sells a borrowed security
and must return the same security to the lender. Although the Board has no
current intention of allowing the Fund to engage in short sales, if the
proposed amendment is adopted, the Board would be able to authorize the Fund
to engage in short sales at any time without further shareholder action. In
such a case, the Fund's prospectus would be amended and a description of short
sales and their risks would be set forth therein.
{{PAGE}}
The Board of Directors recommends that shareholders vote FOR the proposal.
ALL FUNDS
3. PROPOSAL TO AMEND THE CORPORATION'S ARTICLES OF INCORPORATION TO REMOVE
THE REQUIREMENT THAT STOCK CERTIFICATES BE ISSUED TO FUND SHAREHOLDERS
Under the Corporation's Articles of Incorporation, the Corporation is
required to issue stock certificates for each of the Funds (other than
International Discovery and New Asia Funds) to any shareholder who makes a
written request for them in accordance with established procedures. In the
absence of a proper request, the Corporation is not required to issue such
certificates. After careful consideration of this provision, the Board of
Directors has determined that it would be advantageous to the Corporation and
its shareholders to amend the Articles of Incorporation so as to remove this
requirement in order to save the Corporation the cost of issuing stock
certificates for all series of the Corporation, not just International
Discovery and New Asia Funds. The reasons for the proposed amendment to the
Articles of Incorporation are described below in more detail.
REASONS FOR THE PROPOSAL
Several years ago, Maryland law was amended to eliminate the requirement
that a corporation issue stock certificates for its shares. The law was
adopted in recognition of a growing trend away from the issuance of stock
certificates to the issuance of book entry shares. Very few shareholders
request stock certificates. Nevertheless, because of the few shareholders that
do, the Corporation is required to maintain an inventory of stock certificates
for issuance to such shareholders. This results in printing, operational,
security, and transportation expenses to the Corporation, which are borne by
all shareholders. Further, holding securities in certificate form has certain
disadvantages for shareholders. First, a shareholder who wishes to redeem,
exchange or transfer shares represented by lost certificates must provide
notarized documents attesting to the loss and a check payable in an amount
equal to 2% of the value of the shares represented by such certificates in
order to purchase a surety bond to protect the Corporation against fraudulent
presentment. Only after these procedural steps have been taken can a new
certificate be issued or shares represented by the lost certificate
transferred, redeemed or exchanged. Second, shareholders who hold certificates
may not make telephone requests for redemption or exchange of their shares,
but must request such transactions in writing. The proposal if adopted, would
not affect shareholders wishing to collateralize their shares in connection
with loans. Such shareholders would still be able to accomplish this by
setting up a pledge registration through the Corporation's book entry share
system. The majority of the T. Rowe Price Funds do not issue stock
certificates. The elimination of certificates in the other T. Rowe Price Funds
has not proven to be disruptive and has not imposed undue hardships on
shareholders. Thus, the Directors do not believe it would be disruptive for
the Corporation.
{{PAGE}}
It is the current intention of the Board of Directors not to eliminate
outstanding certificates. Thus, outstanding certificates would not be recalled
and only shares purchased after the effective date of the proposal, currently
contemplated as May 1, 1994, would be affected. However, at some time in the
future, the Board of Directors might determine to recall outstanding
certificates and replace them with book entry shares.
The Board of Directors of the Corporation has determined that the proposed
amendment to the Articles of Incorporation is advisable and has recommended
that the amendment be approved by shareholders.
The Board of Directors recommends that shareholders vote FOR the proposal.
INTERNATIONAL STOCK FUND
4. SIMPLIFY INVESTMENT OBJECTIVE OF THE FUND
Although the Fund's investment program gives it the right to invest solely
for capital appreciation or solely for income or any combination of both, the
Fund's practice has been to invest in common stocks for primarily growth of
capital. As a result, income has not been a significant part of the Fund's
total return. The Directors of the Corporation, on behalf of the Fund,
therefore, believe it is appropriate to restate the Fund's objective to
reflect this fact by removing income as an objective of the Fund. If the
proposal is adopted, the Fund would still be able to purchase stocks for their
current income but such investments would be expected to be incidental to the
Fund's primary investment program over the long term.
As currently stated, the objective is to seek a total return of its assets
from long-term growth of capital and income, principally through investments
in common stocks of established, non-U.S. companies. In pursuit of this
objective, the Fund may invest solely for capital appreciation or solely for
income or any combination of both for the purpose of achieving a higher
overall return.
Under this proposal, the Fund's objective would be to seek long-term
growth of capital through investments primarily in common stocks of
established, non-U.S. companies.
Again, the proposed change will not result in a change in the Fund's
investment program or management practices.
The Board of Directors recommends that shareholders vote FOR the proposal
to clarify the Fund's investment objective.
ALL FUNDS
5. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The selection by the Board of Directors of the firm of Coopers & Lybrand
as the independent accountants for the Corporation, on behalf of the Global
Government Bond, New Asia, and Short-Term Global Income Funds for the fiscal
year 1994 is to be submitted for ratification or rejection by the shareholders
at the Shareholders Meeting. The firm of Coopers & Lybrand has served the
Corporation as independent accountants since each such Fund's inception. The
selection by the Board of Directors of the firm of Price Waterhouse as the
independent accountants for the Corporation, on behalf of the European Stock,
International Bond, International Discovery, International Stock, Japan and
Latin America Funds for the fiscal year 1994 is to be submitted for
ratification or rejection by the shareholders at the Shareholders Meeting. The
firm of Price Waterhouse has served the Corporation as independent accountants
since each such Fund's inception.
{{PAGE}}
Each Fund has been advised by its independent accountants that they have
no direct or material indirect financial interest in the respective Fund.
Representatives of the firms of Coopers & Lybrand and Price Waterhouse are
expected to be present at the Shareholders Meeting and will be available to
make a statement, if they desire to do so, and to respond to appropriate
questions which the shareholders may wish to address to them.
INVESTMENT MANAGER
The Fund's investment manager is Price-Fleming, a Maryland corporation,
100 East Pratt Street, Baltimore, Maryland 21202. The principal executive
officer of Price-Fleming is M. David Testa, who together with George J.
Collins, D. William J. Garrett, P. John Manser, George A. Roche, Charles H.
Salisbury, Jr., and Alan H. Smith constitute its Board of Directors. The
address of each of these persons, with the exception of Messrs. Garrett,
Manser, and Smith, is 100 East Pratt Street, Baltimore, Maryland 21202, and,
with the exception of Messrs. Garrett, Manser, and Smith, all are employed by
T. Rowe Price Associates, Inc. ("T. Rowe Price"). Mr. Garrett is Chairman of
Robert Fleming Securities Limited and a Director of Robert Fleming Holdings
Limited ("Robert Fleming Holdings"), Robert Fleming Investment Trust, Robert
Fleming Management Services Limited, and various other affiliates of Robert
Fleming Holdings. Mr. Manser is Chairman of Robert Fleming & Co. Limited,
Chief Executive of Robert Fleming Holdings, Deputy Chairman of Robert Fleming
Asset Management Limited, and a Director of various other affiliates of Robert
Fleming Holdings, Fleming Investment Management Limited and Jardine Fleming
Group Limited. Mr. Manser is also a Director of the U.K. Securities and
Investments Board. Mr. Smith is the Managing Director of Jardine Fleming
Holdings Limited, Chairman of Jardine Fleming Investment Management Limited,
Jardine Fleming & Co. Limited and Jardine Fleming Securities Limited, and a
Director of Robert Fleming Holdings, Robert Fleming, Inc., and various other
affiliates of Jardine Fleming. The address for Messrs. Garrett and Manser is
25 Copthall Avenue, London, EC2R 7DR England. Mr. Smith's address is Jardine
Fleming Holdings Ltd., 46th Floor Jardine House, GPO Box 70, Hong Kong.
The officers of the Corporation (other than the nominees for reelection as
directors) and their positions with Price-Fleming and T. Rowe Price are as
follows:
{{PAGE}}
- ------------------------------------------------------------------------------
Position
Position with Price- Position
Officer with Fund Fleming T. Rowe Price
- ------------------------------------------------------------------------------
*David P. Boardman Executive Vice Executive Vice
President President
Christopher D. Vice President Vice President
Alderson
Peter B. Askew Vice President Vice President
Richard J. Bruce Vice President Vice President
Robert P. Campbell Vice President Vice President Vice
President
Mark J. T. Edwards Vice President Vice President
John R. Ford Vice President Executive Vice
President
Henry H. Hopkins Vice President Vice President Managing
Director
Robert C. Howe Vice President Vice President Vice
President
Stephen Ilott Vice President
George A. Murnaghan Vice President Vice President Vice
President
James S. Riepe Vice President Managing
Director
Christopher Rothery Vice President
Charles H. Salisbury, Vice President Vice President Managing
Jr. Director
James B. M. Seddon Vice President Vice President
Charles P. Smith Vice President Vice President Managing
Director
Benedict R. F. Thomas Vice President Vice President
Peter Van Dyke Vice President Vice President Managing
Director
David J. L. Warren Vice President Executive Vice
President
William F. Wendler, Vice President Vice President Vice
II President
Edward A. Wiese Vice President Vice President Vice
President
Lenora V. Hornung Secretary Vice
President
Carmen F. Deyesu Treasurer Vice
President
David S. Middleton Controller Vice President
Ann B. Cranmer Assistant Vice Vice President
President
Roger L. Fiery Assistant Vice Vice President Employee
President
Leah P. Holmes Assistant Vice Vice President Assistant
President Vice
President
Edward T.
Schneider
Assistant
Vice
President
Employee
Ingrid I. Vordemberge Assistant Vice Employee
President
* Mr. Boardman's date of birth is August 4, 1950. He has been Executive Vice
President of the Fund since 1988 and has been employed by Price-Fleming
since 1988.
None of the officers of the Corporation own shares of the common stock of
Price-Fleming, its only class of securities. As of December 31, 1993, all of
the common stock of Price-Fleming was owned by T. Rowe Price (100,000 shares),
Robert Fleming Holdings (50,000 shares), and Jardine Fleming International
Holdings Limited ("JFI") (50,000 shares), a subsidiary of Jardine Fleming
Group Limited ("JFG"). T. Rowe Price and Robert Fleming Holdings are each
considered to be an affiliated and controlling person of Price-Fleming. JFG
and JFI are considered to be affiliated persons of Price-Fleming. T. Rowe
Price has the right to elect a majority of the board of directors of
Price-Fleming, and Robert Fleming Holdings has the right to elect the
remaining directors, one of whom will be nominated by JFG.
The following information pertains to transactions involving common stock
of T. Rowe Price, par value $.20 per share ("Stock"), during the period
January 1, 1993 through Decem- ber 31, 1993. There were no transactions during
the period by any director or officer of the Fund, or any director or officer
of T. Rowe Price which involved more than 1% of the outstanding Stock of T.
Rowe Price. These transactions did not involve, and should not be mistaken
for, transactions in the stock of the Funds.
During the period, the holders of certain options purchased a total of
343,525 shares of common stock at varying prices from $0.67 to $18.75 per
share. Pursuant to the terms of T. Rowe Price's Employee Stock Purchase Plan,
eligible employees of T. Rowe Price and its subsidiaries purchased an
aggregate of 96,931 shares at fair market value. Such shares were purchased in
the open market during this period for employees' accounts.
{{PAGE}}
The Company's Board of Directors has approved the repurchase of shares of
its common stock in the open market. During 1993, the Company purchased 80,000
common shares under this plan, leaving 1,432,000 shares authorized for future
repurchase at December 31, 1993.
During the period, T. Rowe Price issued 1,154,000 common stock options
with an exercise price of $28.13 per share to certain employees under terms of
the 1990 and 1993 Stock Incentive Plans.
An audited consolidated balance sheet of Price-Fleming as of December 31,
1993, is included in this Proxy Statement.
INVESTMENT MANAGEMENT AGREEMENT
Price-Fleming serves as investment manager to the Funds pursuant to their
respective Investment Management Agreements (each the "Management Agreement"
and collectively the "Management Agreements"). The Japan, Short-Term Global
Income and Latin America Funds' Management Agreements are dated November 6,
1991, April 23, 1992 and November 3, 1993, respectively. Each Fund's
Management Agreement was approved by the Corporation's Board of Directors, on
behalf of each Fund, and Price-Fleming, as sole shareholder, on the
above-referenced dates. The date of each of the other Funds' Management
Agreements and the date each was approved by the respective Fund's
shareholders, is as follows:
Date of Shareholder
Management Approval
Fund Agreement Date
- ----------------------- ---------------- ----------------
European Stock May 1, 1990 April 19, 1990
Global Government Bond May 1, 1992 April 23, 1992
International Bond May 1, 1990 April 19, 1990
International Discovery May 1, 1991 April 18, 1991
International Stock May 1, 1990 April 19, 1990
New Asia May 1, 1991 April 18, 1991
By their terms, the Management Agreements will continue in effect from year to
year as long as they are approved annually by the Corporation's Board of
Directors, on behalf of each Fund (at a meeting called for that purpose) or by
vote of a majority of each Fund's outstanding shares. In either case, renewal
of the Management Agreements must be approved by a majority of the
Corporation's independent directors. On March 1, 1994, the directors of the
Corporation, on behalf of each Fund, including all of the independent
directors, voted to extend each Management Agreement for an additional period
of one year, commencing May 1, 1994, and terminating April 30, 1995. Each
Management Agreement is subject to termination by either party without penalty
on 60 days' written notice to the other and will terminate automatically in
the event of assignment.
Under each Management Agreement, Price-Fleming provides the Fund with
discretionary investment services. Specifically, Price-Fleming is responsible
for supervising and directing the investments of each Fund in accordance with
the Funds' investment objectives, programs, and restrictions as provided in
its prospectus and Statement of Additional Information. Price-Fleming is also
responsible for effecting all security transactions on behalf of the Funds,
including the negotiation of commissions and the allocation of principal
business and portfolio brokerage. In addition to these services, Price-Fleming
provides the Funds with certain corporate administrative services, including:
maintaining each Fund's corporate existence, corporate records, and
registering and qualifying Fund shares under federal and state laws;
monitoring the financial, accounting, and administrative functions of the
Funds; maintaining liaison with the agents employed by the Funds such as the
Corporation's custodian and transfer agent; assisting the Funds in the
coordination of such agents' activities; and permitting Price-Fleming's
employees to serve as officers, directors, and committee members of the
Corporation without cost to the Corporation.
{{PAGE}}
Each Fund's Management Agreement also provides that Price-Fleming, its
directors, officers, employees, and certain other persons performing specific
functions for the Fund will only be liable to the Fund or Corporation for
losses resulting from willful misfeasance, bad faith, gross negligence, or
reckless disregard of duty.
Under each Management Agreement, Price-Fleming is permitted to utilize the
services or facilities of others to provide it or the Fund with statistical
and other factual information, advice regarding economic factors and trends,
advice as to occasional transactions in specific securities, and such other
information, advice or assistance as Price-Fleming may deem necessary,
appropriate, or convenient for the discharge of its obligations under each
Management Agreement or otherwise helpful to the Fund.
Certain administrative support is provided by T. Rowe Price which receives
from Price-Fleming a fee of .15% of the market value of all assets in equity
accounts, .15% of the market value of all assets in active fixed income
accounts and .035% of the market value of all assets in passive fixed income
accounts under Price-Fleming's management.
Price-Fleming has entered into separate letters of agreement with Fleming
Investment Management Limited ("FIM"), Fleming International Fixed Interest
Management Limited ("FIFIM"), and Jardine Fleming Investment Holdings Limited
("JFIH"), wherein FIM, FIFIM, and JFIH have agreed to render investment
research and administrative support to Price-Fleming. FIM and FIFIM are
wholly-owned subsidiaries of Robert Fleming Asset Management Limited which is
a wholly-owned subsidiary of Robert Fleming Holdings Limited ("Robert Fleming
Holdings"). JFIH is an indirect wholly-owned subsidiary of Jardine Fleming
Group Limited. Under the letters of agreement, these companies will provide
Price-Fleming with research material containing statistical and other factual
information, advice regarding economic factors and trends, advice on the
allocation of investments among countries and as between debt and equity
classes of securities, and research and occasional advice with respect to
specific companies. For these services, FIM and JFIH each receives a fee of
.075% of the market value of all assets in equity accounts under
Price-Fleming's management. FIFIM and JFIH each receives a fee of .075% of the
market value of all assets in active fixed income accounts and .0175% of such
market value in passive fixed income accounts under Price-Fleming's
management.
The Management Agreement provides that each Fund will bear all expenses of
its operations not specifically assumed by Price-Fleming. However, in
compliance with certain state regulations, Price-Fleming will reimburse the
Funds for certain expenses which in any year exceed the limits prescribed by
any state in which the Funds' shares are qualified for sale. Presently, the
most restrictive expense ratio limitation imposed by any state is 2.5% of the
first $30 million of the Fund's assets, 2% of the next $70 million of the
average daily net assets, and 1.5% of net assets in excess of $100 million.
For the purpose of determining whether a Fund is entitled to reimbursement,
the expenses of the Fund are calculated on a monthly basis. If the Fund is
entitled to reimbursement, that month's management fee will be reduced or
postponed, with any adjustment made after the end of the year.
{{PAGE}}
For its services to each Fund under the Management Agreement,
Price-Fleming is paid a management fee ("Management Fee") consisting of two
elements: a "group" fee ("Group Fee") and an "individual" fund fee
("Individual Fund Fee"). The Group Fee varies and is based on the combined net
assets of all of the Price Funds distributed by T. Rowe Price Investment
Services, Inc., other than institutional or "private label" products. For this
purpose, the Price Funds include all Funds managed and sponsored by T. Rowe
Price as well as those funds managed and sponsored by Price-Fleming. Each Fund
pays, as its portion of the Group Fee, an amount equal to the ratio of its
daily net assets to the daily net assets of all the Price Funds. At December
31, 1993, the Group Fee was 0.35% based on combined Price Funds' assets of
approximately $34.7 billion. In addition, each Fund pays a flat Individual
Fund fee based on the net assets of each Fund. The following table lists each
Fund's Individual Fund Fee, Group Fee, net assets and management fee paid to
Price-Fleming.
Individual Combined Net Management
Fund Fee Fee Assets Fee
- --------------------- ------------- ------------- --------------- -----------
European Stock* 0.50% 0.85% $ 265,784,175 $ 1,422,402
Global Government 0.35% 0.70% $ 48,757,698 $ 269,633
Bond
International Bond 0.35% 0.70% $ 745,243,531 $ 4,363,527
International 0.75% 1.10% $ 329,001,371 $ 1,982,495
Discovery*
International Stock* 0.35% 0.70% $3,746,054,868 $14,955,148
Japan* 0.50% 0.85% $ 87,162,783 $ 458,221
Latin America** 0.75% 1.10% ** **
New Asia* 0.50% 0.85% $1,650,449,588 $ 4,937,264
Short-Term Global 0.25% 0.60% $ 97,117,857 $ 341,611
Income
* For the ten-month fiscal period ended October 31, 1993. Fiscal year-end
changed from December 31 to October 31.
**Fund became effective December 29, 1993.
The following chart shows the ratio of operating expenses to average net
assets of the following Funds for the last three years.
Fund 1993 1992 1991
- ------------- ----------- ----------- -----------
European Stock* 1.35% 1.48% 1.71%
International Bond .99% 1.08% 1.24%
International Stock* 1.01% 1.05% 1.10%
New Asia* 1.29% 1.51% 1.75%
* Figure is annualized and is for the ten-month fiscal period ended
October 31, 1993. Fiscal year-end changed from December 31 to October
31.
{{PAGE}}
INTERNATIONAL DISCOVERY, JAPAN, LATIN AMERICA, SHORT-TERM GLOBAL INCOME AND
GLOBAL GOVERNMENT BOND FUNDS
The following chart sets forth expense ratio limitations and the periods
for which they are effective. For each, Price-Fleming has agreed to bear any
Fund expenses which would cause the Fund's ratio of expenses to average net
assets to exceed the indicated percentage limitations. The expenses borne by
Price-Fleming are subject to reimbursement by the Fund through the indicated
reimbursement date, provided no reimbursement will be made if it would result
in the Fund's expense ratio exceeding its applicable limitation.
Expense
Limitation Ratio Reimbursement
Fund Period Limitation Date
- ------------------ ------------------ ---------------- ----------------
International January 1, 1.50% December 31,
Discovery+ 1993--December 31, 1995
1993
Japan++ January 1, 1.50% October 31, 1997
1994--October 31,
1995
Latin America December 29, 2.00% October 31, 1997
1993--October 31,
1995
Short-Term Global January 1, 1.00% December 31,
Income* 1994--December 31, 1997
1995
Global Government January 1, 1.20% December 31,
Bond** 1993--December 31, 1996
1994
+ The International Discovery Fund previously operated under a 1.50%
limitation that ex- pired December 31, 1992. The reimbursement period for
this limitation extends through December 31, 1994.
++ The Japan Fund previously operated under a 1.50% limitation that expired
December 31, 1993. The reimbursement period for this limitation extends
through December 31, 1995.
* The Short-Term Global Income Fund previously operated under a 1.00%
limitation that expired December 31, 1993. The reimbursement period for
this limitation extends through December 31, 1995.
** The Global Government Bond Fund previously operated under a 1.20%
limitation that expired December 31, 1992. The reimbursement period for
this limitation extends through December 31, 1994.
Each of the above-referenced Fund's Management Agreement also provides that
one or more additional expense limitation periods (of the same or different
time periods) may be implemented after the expiration of the current expense
limitation, and that with respect to any such additional limitation period,
the Fund may reimburse Price-Fleming, provided the reimbursement does not
result in the Fund's aggregate expenses exceeding the additional expense
limitation.
Pursuant to the International Discovery Fund's past expense limitations,
management fees aggregating $85,000, $185,000 and $360,000 were not accrued
for the ten-month fiscal period ended October 31, 1993 and the fiscal years
ended December 31, 1992 and December 31, 1991, respectively. These unaccrued
fees are subject to reimbursement through December 31, 1995. Pursuant to the
Japan Fund's past expense limitation, management fees aggregating $100,000 and
$211,000 were not accrued for the ten-month fiscal period ended October 31,
1993 and the fiscal period ended December 31, 1992, respectively. These
unaccrued fees are subject to reimbursement through December 31, 1995.
Pursuant to the present expense limitations of the Global Government Bond
and Short-Term Global Income Funds, management fees aggregating $98,000 and
$109,000, respectively, were not accrued for the year ended December 31, 1993.
In addition, pursuant to past expense limitations, $388,000 in the Global
Government Bond Fund remains subject to reimbursement through December 31,
1994 and $186,000 of unaccrued fees and other expenses in the Short-Term
Global Income Fund are subject to reimbursement through December 31, 1995.
{{PAGE}}
PORTFOLIO TRANSACTIONS
In the following discussion "the Fund" is intended to refer to each Fund.
INVESTMENT OR BROKERAGE DISCRETION
Decisions with respect to the purchase and sale of portfolio securities on
behalf of the Funds are made by Price-Fleming. Price-Fleming is also
responsible for implementing these decisions, including the allocation of
portfolio brokerage and principal business and the negotiation of commissions.
HOW BROKERS AND DEALERS ARE SELECTED
EQUITY SECURITIES
In purchasing and selling each Fund's portfolio securities, it is
Price-Fleming's policy to obtain quality execution at the most favorable
prices through responsible broker-dealers and, in the case of agency
transactions, at competitive commission rates where such rates are negotiable.
However, under certain conditions, a Fund may pay higher brokerage commissions
in return for brokerage and research services. In selecting broker-dealers to
execute a Fund's portfolio transactions, consideration is given to such
factors as the price of the security, the rate of the commission, the size and
difficulty of the order, the reliability, integrity, financial condition,
general execution and operational capabilities of competing brokers and
dealers, their expertise in particular markets and the brokerage and research
services they provide to Price-Fleming or the Funds. It is not the policy of
Price-Fleming to seek the lowest available commission rate where it is
believed that a broker or dealer charging a higher commission rate would offer
greater reliability or provide better price or execution.
Transactions on stock exchanges involve the payment of brokerage
commissions. In transactions on stock exchanges in the United States, these
commissions are negotiated. Traditionally, commission rates have generally not
been negotiated on stock markets outside the United States. In recent years,
however, an increasing number of overseas stock markets have adopted a system
of negotiated rates, although a number of markets continue to be subject to an
established schedule of minimum commission rates. It is expected that equity
securities will ordinarily be purchased in the primary markets, whether
over-the-counter or listed, and that listed securities may be purchased in the
over-the-counter market if such market is deemed the primary market. In the
case of securities traded on the over-the-counter markets, there is generally
no stated commission, but the price usually includes an undisclosed commission
or markup. In underwritten offerings, the price includes a disclosed, fixed
commission or discount.
FIXED INCOME SECURITIES
For fixed income securities, it is expected that purchases and sales will
ordinarily be transacted with the issuer, the issuer's underwriter, or with a
primary market maker acting as principal on a net basis, with no brokerage
commission being paid by the Fund. However, the price of the securities
generally includes compensation which is not disclosed separately.
Transactions placed though dealers who are serving as primary market makers
reflect the spread between the bid and asked prices.
{{PAGE}}
With respect to equity and fixed income securities, Price-Fleming may
effect principal transactions on behalf of the Funds with a broker or dealer
who furnishes brokerage and/or research services, designate any such broker or
dealer to receive selling concessions, discounts or other allowances or
otherwise deal with any such broker or dealer in connection with the
acquisition of securities in underwritings. The prices the Fund pays to
underwriters of newly-issued securities usually include a concession paid by
the issuer to the underwriter.
EUROPEAN STOCK, INTERNATIONAL DISCOVERY, INTERNATIONAL STOCK, JAPAN, LATIN
AMERICA, AND NEW ASIA FUNDS
Price-Fleming may cause a Fund to pay a broker-dealer who furnishes
brokerage and/or research services a commission for executing a transaction
that is in excess of the commission another broker-dealer would have received
for executing the transaction if it is determined that such commission is
reasonable in relation to the value of the brokerage and/or research services
which have been provided. In some cases, research services are generated by
third parties but are provided to Price-Fleming by or through broker-dealers.
DESCRIPTIONS OF RESEARCH SERVICES RECEIVED FROM BROKERS AND DEALERS
Price-Fleming receives a wide range of research services from brokers and
dealers covering investment opportunities throughout the world, including
information on the economies, industries, groups of securities, individual
companies, statistics, political developments, technical market action,
pricing and appraisal services, and performance analyses of all the countries
in which a Fund's portfolio is likely to be invested. Price-Fleming cannot
readily determine the extent to which commissions charged by brokers reflect
the value of their research services, but brokers occasionally suggest a level
of business they would like to receive in return for the brokerage and
research services they provide. To the extent that research services of value
are provided by brokers, Price-Fleming may be relieved of expenses which it
might otherwise bear. In some cases, research services are generated by third
parties but are provided to Price-Fleming by or through brokers.
COMMISSIONS TO BROKERS WHO FURNISH RESEARCH SERVICES
Certain broker-dealers which provide quality execution services also
furnish research services to Price-Fleming. Price-Fleming has adopted a
brokerage allocation policy embodying the concepts of Section 28(e) of the
Securities Exchange Act of 1934, which permits an investment adviser to cause
its clients to pay a broker which furnishes brokerage or research services a
higher commission than that which might be charged by another broker which
does not furnish brokerage or research services, or which furnishes brokerage
or research services deemed to be of lesser value, if such commission is
deemed reasonable in relation to the brokerage and research services provided
by the broker, viewed in terms of either that particular transaction or the
overall responsibilities of the adviser with respect to the accounts as to
which it exercises investment discretion. Accordingly, Price-Fleming may
assess the reasonableness of commissions in light of the total brokerage and
research services provided by each particular broker.
{{PAGE}}
MISCELLANEOUS
Research services furnished by brokers through which Price-Fleming effects
securities transactions may be used in servicing all accounts managed by
Price-Fleming. Conversely, research services received from brokers which
execute transactions for a particular Fund will not necessarily be used by
Price-Fleming exclusively in connection with the management of that Fund.
Some of Price-Fleming's other clients have investment objectives and
programs similar to those of the Funds. Price-Fleming may occasionally make
recommendations to other clients which result in their purchasing or selling
securities simultaneously with the Funds. As a result, the demand for
securities being purchased or the supply of securities being sold may
increase, and this could have an adverse effect on the price of those
securities. It is Price-Fleming's policy not to favor one client over another
in making recommendations or in placing orders. Price-Fleming frequently
follows the practice of grouping orders of various clients for execution which
generally results in lower commission rates being attained. In certain cases,
where the aggregate order is executed in a series of transactions at various
prices on a given day, each participating client's proportionate share of such
order reflects the average price paid or received with respect to the total
order. Price-Fleming has established a general investment policy that it will
ordinarily not make additional purchases of a common stock of a company for
its clients (including the T. Rowe Price Funds) if, as a result of such
purchases, 10% or more of the outstanding common stock of such company would
be held by its clients in the aggregate.
None of the Funds allocates business to any broker-dealer on the basis of
its sales of the Fund's shares. However, this does not mean that
broker-dealers who purchase Fund shares for their clients will not receive
business from the Fund.
TRANSACTIONS WITH RELATED BROKERS AND DEALERS
As provided in the Investment Management Agreement between each Fund and
Price-Fleming, Price-Fleming is responsible not only for making decisions with
respect to the purchase and sale of the Fund's portfolio securities, but also
for implementing these decisions, including the negotiation of commissions and
the allocation of portfolio brokerage and principal business. It is expected
that Price-Fleming will often place orders for a Fund's portfolio transactions
with broker-dealers through the trading desks of certain affiliates of Robert
Fleming Holdings Limited ("Robert Fleming"), an affiliate of Price-Fleming.
Robert Fleming, through Copthall Overseas Limited, a wholly-owned subsidiary,
owns 25% of the common stock of Price-Fleming. Fifty percent of the common
stock of Price-Fleming is owned by TRP Finance, Inc., a wholly-owned
subsidiary of T. Rowe Price, and the remaining 25% is owned by Jardine Fleming
Holdings Limited, a subsidiary of Jardine Fleming Group Limited ("JFG"). JFG
is 50% owned by Robert Fleming and 50% owned by Jardine Matheson Holdings
Limited. The affiliates through whose trading desks such orders may be placed
include Fleming Investment Management Limited ("FIM"), Fleming International
Fixed Interest Management Limited ("FIFIM"), and Robert Fleming & Co. Limited
("RF&Co."). FIM, FIFIM and RF&Co. are wholly-owned subsidiaries of Robert
Fleming. These trading desks will operate under strict instructions from the
Fund's portfolio manager with respect to the terms of such transactions.
Neither Robert Fleming, JFG, nor their affiliates will receive any commission,
fee, or other remuneration for the use of their trading desks, although orders
for a Fund's portfolio transactions may be placed with affiliates of Robert
Fleming and JFG who may receive a commission.
{{PAGE}}
The Board of Directors of the Corporation, on behalf of the Fund, has
authorized Price-Fleming to utilize certain affiliates of Robert Fleming and
JFG in the capacity of broker in connection with the execution of each Fund's
portfolio transactions, provided that Price-Fleming believes that doing so
will result in an economic advantage (in the form of lower execution costs or
otherwise) being obtained for each Fund. These affiliates include Jardine
Fleming Securities Limited ("JFS"), a wholly-owned subsidiary of JFG, RF&Co.,
Jardine Fleming Australia Securities Limited, and Robert Fleming, Inc. (a New
York brokerage firm).
The above-referenced authorization was made in accordance with Section
17(e) of the 1940 Act and Rule 17e-1 thereunder which require the Funds'
independent directors to approve the procedures under which brokerage
allocation to affiliates is to be made and to monitor such allocations on a
continuing basis. Except with respect to tender offers, it is not expected
that any portion of the commissions, fees, brokerage, or similar payments
received by the affiliates of Robert Fleming in such transactions will be
recaptured by the Funds. The directors have reviewed and from time to time may
continue to review whether other recapture opportunities are legally
permissible and available and, if they appear to be, determine whether it
would be advisable for a Fund to seek to take advantage of them.
The chart below lists the Funds which paid brokerage commissions
(including discounts received by securities dealers in connection with
underwritings) in connection with portfolio transactions, the percentage of
the aggregate brokerage commissions paid to either JFS or RF&Co. during the
ten-month fiscal period ended October 31, 1993, and the percentage of the
aggregate dollar amount of transactions effected through JFS or RF&Co.
involving the payment of commissions (including discounts received in
connection with underwritings) during the ten-month fiscal period ended
October 31, 1993.
European International International New
Stock Discovery Stock Japan Asia
Fund Fund Fund Fund Fund
----------- ------------ ------------ --------- ---------
Total brokerage
commissions paid to
JFS N/A $245,249 $1,198,582 $111,742 $1,834,648
% of aggregate Fund
brokerage commissions
paid to JFS N/A 19.19% 22.12% 27.09% 27.61%
% of aggregate dollar
amount of Fund
transactions
involving payment of
commissions to JFS N/A 13.52% 18.46% 25.55% 28.83%
- ------------------------------------------------------------------------------
Total brokerage
commissions paid to
RF&Co. $1,714 $1,955 $100,183 N/A N/A
% of aggregate Fund
brokerage commissions
paid to RF&Co. 0.94% 0.15% 1.85% N/A N/A
% of aggregate dollar
amount of Fund
transactions
involving payment of
commissions to RF&Co. 0.94% 0.24% 2.83% N/A N/A
{{PAGE}}
In accordance with the written procedures adopted pursuant to Rule 17e-1,
the independent directors of the Corporation, on behalf of the Fund, reviewed
the Fund's 1993 transactions with affiliated brokers and determined that such
transactions resulted in an economic advantage to the Fund either in the form
of lower execution costs or otherwise.
OTHER
EUROPEAN STOCK, INTERNATIONAL DISCOVERY, INTERNATIONAL STOCK, JAPAN, LATIN
AMERICA, AND NEW ASIA FUNDS
Shown below are the approximate total brokerage commissions, including the
discounts received by securities dealers in connection with underwritings,
paid by the above-referenced Funds for the last three years:
Fund 1993* 1992 1991
- ----------------- ----------- ----------- -----------
European Stock $ 182,324 $ 328,000 $ 214,000
International
Discovery $1,277,808 $ 458,000 $ 778,000
International
Stock $5,419,310 $4,052,000 $3,119,000
Japan $ 412,549 $ 277,000 +
Latin America + + +
New Asia $6,642,840 $1,757,000 $ 794,000
* For ten-month fiscal period ended October 31, 1993. Fiscal year-end changed
from December 31 to October 31.
+ Prior to commencement of operations.
The approximate percentage of the brokerage commissions paid to firms
which provided research, statistical, or other services to Price-Fleming in
connection with the management of each Fund, or in some cases, to each Fund,
for the last three years, are shown below.
Fund 1993* 1992 1991
- ----------------- ----------- ----------- -----------
European Stock 99% ** **
International 81%
Discovery 81% 78%
International 76%
Stock 85% 90%
Japan 73% 91% +
Latin America + + +
New Asia 72% 64% 64%
* For ten-month fiscal period ended October 31, 1993. Fiscal year-end changed
from December 31 to October 31.
** For the years 1992 and 1991, all of the brokerage commissions paid were to
firms which provided research, statistical, or other services.
+ Prior to commencement of operations.
{{PAGE}}
The portfolio turnover rate for each Fund for the last three years has
been as follows:
Fund 1993* 1992 1991
- ----------------------- ---------------- ----------- -----------
European Stock 21.3% 52.0% 57.7%
International Discovery 71.8% 38.0% 56.3%
International Stock 29.8% 37.8% 45.0%
Japan 61.4% 41.6% +
Latin America + + +
New Asia 40.4% 36.3% 49.0%
* Figure is annualized and is for the ten-month fiscal period ended October
31, 1993. Fiscal year-end changed from December 31 to October 31.
+ Prior to commencement of operations.
GLOBAL GOVERNMENT BOND, INTERNATIONAL BOND, AND SHORT-TERM GLOBAL INCOME FUNDS
The above-referenced Funds engaged in portfolio transactions involving
broker-dealers in the following amounts for the last three years:
Fund 1993 1992 1991
- ------------------ ----------------- ----------------- -----------------
Global Government Bond $ 144,423,342 $ 129,060,000 $ 174,169,000
International Bond $ 157,373,293 $6,813,188,000 $5,874,607,000
Short-Term Global $4,780,555,758 $ 582,425,000+ *
Income
+ For the six-month fiscal period ended December 31, 1992.
* Prior to commencement of operations.
All of these amounts consisted of principal transactions as to which the
Funds have no knowledge of the profits or losses realized by the respective
broker-dealers.
The portfolio turnover rate for each Fund for the last three years has
been as follows:
Fund 1993 1992 1991
- ------------------ ------------ ------------ ------------
Global Government Bond 134.0% 236.6% 93.6%
International Bond 395.7% 357.7% 295.6%
Short-Term Global 92.9% 334.1%* **
Income
* Figure is annualized and is for the six-month fiscal period ended December
31, 1992.
** Prior to commencement of operations.
OTHER BUSINESS
The management of each Fund knows of no other business which may come
before the meeting. However, if any additional matters are properly presented
at the meeting, it is intended that the persons named in the enclosed proxy,
or their substitutes, will vote such proxy in accordance with their judgment
on such matters.
{{PAGE}}
GENERAL INFORMATION
The number of outstanding shares, the number of shares registered to the
T. Rowe Price Trust Company, and the percentage of those shares registered to
the T. Rowe Price Trust Company as Trustee for participants in the T. Rowe
Price Funds Retirement Plan for Self-Employed (Keogh), as Trustee for
participants in the T. Rowe Price Funds 401(k) plans, as Custodian for
participants in the T. Rowe Price Funds Individual Retirement Account (IRA),
as Custodian for participants in various 403(b)(7) plans, and as Custodian for
various Profit Sharing and Money Purchase plans for each Fund are shown below.
Shares
Registered
to Percent of
Shares T. Rowe Price Outstanding
Fund Outstanding Trust Company Shares
- ------------------ ------------- ------------- -------------
European Stock+ 23,385,641 4,752,981 20.3
Global Government 4,837,595 1,095,147 22.6
Bond++
International 72,108,501 9,651,237 13.4
Bond++
International 20,355,524 4,866,144 23.9
Discovery+
International 318,997,911 55,062,556 17.3
Stock+
Japan+ 7,529,435 1,930,108 25.6
Latin America *
New Asia+ 83,536,297 17,051,248 20.4
Short-Term Global 20,154,762 3,776,408 18.7
Income ++
+ For the ten-month fiscal period ended October 31, 1993. Fiscal year-end
changed from December 31 to October 31.
++ As of fiscal year ended December 31, 1993.
* Prior to commencement of operations.
The T. Rowe Price Trust Company has no beneficial interest in such
accounts, nor in any other account for which it may serve as trustee or
custodian.
Various private counsel clients of T. Rowe Price, as to which T. Rowe
Price has discretionary authority, owned an aggregate of approximately
6,113,912 shares of the Funds, representing approximately 1.1% of the combined
outstanding shares, as of December 31, 1993. Accordingly, such shares are
deemed to be owned beneficially by T. Rowe Price only for the limited purpose
as that term is defined in Rule 13d-3 under the Securities Exchange Act of
1934. T. Rowe Price disclaims actual beneficial ownership of such shares. In
addition, as of December 31, 1993, a wholly-owned subsidiary of T. Rowe Price
owned directly an aggregate of 890,658 shares of the Funds, representing
approximately 0.16% of the combined outstanding stock.
The following chart indicates the number of shares beneficially owned,
directly or indirectly, by the officers and directors of the Corporation, with
respect to each Fund, and the percentage this ownership represents of each
Fund's outstanding shares.
{{PAGE}}
Shares
Beneficially % Ownership
Owned of
Directly Outstanding
Fund or Indirectly Shares
- ------------------ ------------- -------------
European Stock 47,377 0.20
Global Government Bond 13,854 0.29
International Bond 24,896 0.03
International Discovery 111,432 0.55
International Stock 140,061 0.04
Japan 19,164 0.25
Latin America * *
New Asia 100,151 0.12
Short-Term Global 34,028 0.17
Income
* Prior to commencement of operations.
The ownership of the officers and directors reflects their aggregate
proportionate interests, if any, in 63,918 shares of the Fund which are owned
by a wholly-owned subsidiary of T. Rowe Price and their aggregate interests in
226,743 shares owned by the T. Rowe Price Associates, Inc. Profit Sharing
Trust. The common stock of Price-Fleming is 50% owned by T. Rowe Price, 25% by
Robert Fleming Holdings, through Copthall Overseas Limited, a wholly-owned
subsidiary, and 25% by Jardine Fleming Holdings Limited ("JFI"), a subsidiary
of Jardine Fleming Group Limited ("JFG"). JFG is 50% owned by Robert Fleming
Holdings and 50% owned by Jardine Matheson Holdings Limited. T. Rowe Price and
Robert Fleming Holdings are each considered to be an affiliated and
controlling person of Price-Fleming. In addition, JFG and JFI are considered
to be affiliated persons of Price-Fleming.
A copy of the Annual Report for the European Stock, International
Discovery, International Stock, Japan and New Asia Funds for the fiscal period
ended October 31, 1993 and for the Global Government Bond, International Bond
and Short-Term Global Income Funds for the year ended December 31, 1993,
including financial statements, has been mailed to shareholders of record at
the close of business on that date and to persons who became shareholders of
record between that time and the close of business on February 18, 1994, the
record date for the determination of the shareholders who are entitled to be
notified of and to vote at the meeting. Because the Latin America Fund's
Registration Statement was not effective until December 29, 1993, and the
first public offering of Fund shares was on December 30, 1993, the Fund did
not have an Annual Report for the fiscal period ended October 31, 1993.
ANNUAL MEETINGS
Under Maryland General Corporation Law, any corporation registered under
the 1940 Act is not required to hold an annual meeting in any year in which
the 1940 Act does not require action by shareholders on the election of
directors. The Board of Directors of the Corporation, on behalf of the Funds,
has determined that in order to avoid the significant expense associated with
holding annual meetings, including legal, accounting, printing and mailing
fees incurred in preparing proxy materials, each Fund will take advantage of
these Maryland law provisions. Accordingly, no annual meetings shall be held
in any year in which a meeting is not otherwise required to be held by the
1940 Act for the election of Directors unless the Board of Directors otherwise
determines that there should be an annual meeting. However, special meetings
will be held in accordance with applicable law or when otherwise determined by
the Board of Directors. The Corporation's By-Laws reflect this policy.
{{PAGE}}
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal to be included in the Proxy
Statement for the next Annual Meeting, and if such Annual Meeting is held in
April, 1995, such proposal must be submitted in writing and received by the
Corporation's Secretary at its Baltimore office prior to November 3, 1994.
FINANCIAL STATEMENT OF INVESTMENT MANAGER
The audited consolidated balance sheet of Price-Fleming which follows is
required by the 1940 Act, and should not be confused with, or mistaken for,
the financial statements of any Fund which are set forth in each Fund's Annual
Report.
{{PAGE}}
ROWE PRICE-FLEMING INTERNATIONAL, INC.
BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
ASSETS
Cash and cash equivalents ................................ $ 5,964
Accounts receivable ...................................... 14,093
Investments in mutual funds .............................. 2,936
Investment in RPFI International Partners, L.P. .......... 1,912
Other assets ............................................. 450
-------------
$25,355
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable ....................................... $ 4,904
Income taxes payable ................................... 2,224
-------------
Total liabilities ...................................... 7,128
-------------
Stockholders' equity
Common stock, $.10 par value--200,000 shares authorized,
issued and outstanding ................................... 20
Capital in excess of par value ......................... 630
Retained earnings ...................................... 17,382
Unrealized security holding gains ...................... 195
-------------
Total stockholders' equity ........................... 18,227
-------------
$25,355
-------------
The accompanying notes are an integral part of the balance sheet.
{{PAGE}}
ROWE PRICE-FLEMING INTERNATIONAL, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Rowe Price-Fleming International, Inc. (the Company) was organized in 1979 and
provides investment advisory services to individual and institutional
investors who seek portfolio management of international securities. The
Company operates under a joint venture agreement between T. Rowe Price
Associates, Inc. (Price Associates) and Robert Fleming Holdings Limited
(Robert Fleming). The Company's common stock is 50%-owned by a subsidiary of
Price Associates, 25%-owned by a subsidiary of Robert Fleming, and 25%-owned
by a subsidiary of Jardine Fleming Group Limited (Jardine Fleming). Jardine
Fleming is 50%-owned by Robert Fleming and 50%-owned by a subsidiary of
Jardine Matheson Holdings Limited.
BASIS OF PREPARATION
The Company's financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America. Assets,
liabilities, revenues and expenses are recognized on the accrual basis.
CASH EQUIVALENTS
For purposes of financial statement disclosure, cash equivalents consist of
all short-term, highly liquid investments including T. Rowe Price money market
mutual funds. The cost of these investments is equivalent to fair value.
INVESTMENTS IN MUTUAL FUNDS
On December 31, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," which requires the Company to state its mutual fund
investments at fair value and to recognize the related unrealized holding
gains, net of income taxes, in a separate component of stockholders' equity.
These investments in mutual funds have been classified as available-for-sale.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially expose the Company to concentrations
of credit risk as defined by SFAS No. 105 consist primarily of investments in
managed money market and bond mutual funds and accounts receivable. Credit
risk is believed to be minimal in that counterparties to these financial
instruments have substantial assets including the diversified portfolios under
management by the Company which aggregate $15.4 billion at December 31, 1993.
INVESTMENT IN RPFI INTERNATIONAL PARTNERS, L.P.
The Company has invested in and serves as general partner of RPFI
International Partners, L.P., which holds international equity investments.
The Company's partnership interest is stated at cost adjusted for the
Company's share of the earnings or losses of the partnership subsequent to the
date of investment. Because RPFI International Partners, L.P. carries its
investments at fair value, the Company's carrying value approximates fair
value. As general partner, the Company must maintain an investment equal to at
least 1% of total partners' capital.
{{PAGE}}
ROWE PRICE-FLEMING INTERNATIONAL, INC.
NOTES TO BALANCE SHEET
NOTE 1--INVESTMENTS IN AND TRANSACTIONS WITH MUTUAL FUNDS
Investments in T. Rowe Price money market funds, which are classified as cash
equivalents in the accompanying financial statements, aggregate $5,964,000 at
December 31, 1993.
The Company's investments in managed international mutual funds held at
December 31, 1993 (in thousands) include:
Gross
unrealized Aggregate
Aggregate holding fair
cost gains value
------------------------------------------------
Stock funds .............. $1,438 $294 $1,732
Bond funds ............... 1,194 10 1,204
------------------------------------------------
Total $2,632 $304 $2,936
------------------------------------------------
NOTE 2--INVESTMENT ADVISORY AND OTHER SERVICES
The Company provides investment advisory services to the T. Rowe Price
International Series of mutual funds under management contracts which set
forth the scope of services to be provided and the fees to be charged. The
contracts are subject to periodic review and approval by the funds' board of
directors and shareholders.
The Company also provides investment advisory services to other individual
and institutional investors through other mutual funds, common trust funds
established by the T. Rowe Price Trust Company, a wholly-owned subsidiary of
Price Associates, and private accounts. Further, as general partner, the
Company provides management services for RPFI International Partners.
Accounts receivable (in thousands) at December 31, 1993 for these services
are:
Price International Funds ............... $ 5,157
T. Rowe Price Trust Company ............. 1,045
RPFI International Partners ............. 439
Other investors ......................... 7,452
-------------
$14,093
-------------
Stockholders' equity at December 31, 1993 includes $1,328,000 which the
Company is required to maintain under applicable investment adviser
regulations.
{{PAGE}}
ROWE PRICE-FLEMING INTERNATIONAL, INC.
NOTE 3--TRANSACTIONS WITH STOCKHOLDERS
The Company is a member of a group of affiliated companies and has extensive
transactions and relationships with members of the group.
Expenses recognized by the Company include fees charged by the Company's
stockholders and their affiliates for administration and investment research
services. Such fees are determined based on a percentage of assets managed by
the Company. The Company reimburses its stockholders and affiliates for
personnel, facilities, and administrative and general expenses incurred on
their behalf.
Accounts payable (in thousands) at December 31, 1993 include the following
amounts from transactions with the Company's stockholders and their
affiliates:
Accounts payable
Robert Fleming and affiliates ...... $4,396
Jardine Fleming and affiliates ..... 207
-------------
$4,603
-------------
NOTE 4--INCOME TAXES
Deferred income taxes arise from differences between taxable income for
financial statement and income tax return purposes and are calculated using
the liability method.
The net deferred tax benefit of $293,000 included in other assets at
December 31, 1993 consists of total deferred tax assets of $537,000 and total
deferred tax liabilities of $244,000. Deferred tax liabilities include
$108,000 arising from unrealized holding gains on available-for-sale
securities and $128,000 arising from unrealized capital gains allocated from
the Company's partnership investment. Deferred tax assets include $464,000
arising from temporary differences in the recognition of compensation expense.
{{PAGE}}
REPORT OF INDEPENDENT ACCOUNTS
To the Board of Directors and Stockholders of
Rowe Price-Fleming International, Inc.
In our opinion, the accompanying balance sheet presents fairly, in all
material respects, the financial position of Rowe Price-Fleming International,
Inc. at December 31, 1993, in conformity with generally accepted accounting
principles. This financial statement is the responsibility of the Company's
management; our responsibility is to express an opinion on this financial
statement based on our audit. We conducted our audit in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE
Baltimore, Maryland
January 28, 1993
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE EUROPEAN STOCK FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to the FOR EACH POLICY ABSTAIN 2.
Fund's fundamental LISTED BELOW
policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior Securities (G) Pledging
Concentration Assets
(B) Commodities (D) Lending (F) Purchasing on Margin (H) Short Sales
& Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of Price FOR AGAINST ABSTAIN 4.
Waterhouse as independent
accountants for International
Stock Fund, International
Discovery Fund, Japan Fund,
International Bond Fund,
European Stock Fund and Latin
America Fund; or ratify the
selection of Coopers & Lybrand
as independent accountants for
New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE GLOBAL GOVERNMENT BOND FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier M.
David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to the FOR EACH POLICY ABSTAIN 2.
Fund's fundamental LISTED BELOW
policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of FOR AGAINST ABSTAIN 4.
Price Waterhouse as
independent accountants
for International Stock
Fund, International
Discovery Fund, Japan
Fund, International Bond
Fund, European Stock Fund
and Latin America Fund; or
ratify the selection of
Coopers & Lybrand as
independent accountants
for New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income
Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE INTERNATIONAL BOND FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to FOR EACH ABSTAIN 2.
the Fund's POLICY LISTED
fundamental policies. BELOW (except
as marked to
the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of FOR AGAINST ABSTAIN 4.
Price Waterhouse as
independent accountants
for International Stock
Fund, International
Discovery Fund, Japan
Fund, International Bond
Fund, European Stock Fund
and Latin America Fund; or
ratify the selection of
Coopers & Lybrand as
independent accountants
for New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income
Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE INTERNATIONAL DISCOVERY FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of directors FOR all nominees WITHHOLD AUTHORITY 1.
listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to the FOR EACH POLICY ABSTAIN 2.
Fund's fundamental LISTED BELOW
policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of FOR AGAINST ABSTAIN 4.
Price Waterhouse as
independent accountants
for International Stock
Fund, International
Discovery Fund, Japan
Fund, International Bond
Fund, European Stock Fund
and Latin America Fund; or
ratify the selection of
Coopers & Lybrand as
independent accountants
for New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income
Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE INTERNATIONAL STOCK FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
CUSIP#77956H203/fund#337-2
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
2. Approve changes to FOR EACH POLICY ABSTAIN 2.
the Fund's LISTED BELOW
fundamental policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Amend investment objective to clarify that the Fund seeks long-term in
growth of capital. FOR AGAINST ABSTAIN 4.
5. Ratify the selection of FOR AGAINST ABSTAIN 5.
Price Waterhouse as
independent accountants.
6. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
CUSIP#77956H203/fund#337-2
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE JAPAN FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to FOR EACH POLICY ABSTAIN 2.
the Fund's LISTED BELOW
fundamental policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of Price Waterhouse as independent accountants for
International Stock Fund, International Discovery Fund, Japan Fund,
International Bond Fund, European Stock Fund and Latin America Fund; or
ratify the selection of Coopers & Lybrand as independent accountants for
New Asia Fund, Global Government Bond Fund and Short-Term Global Income
Fund. FOR AGAINST ABSTAIN 4.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE LATIN AMERICA FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to FOR EACH POLICY ABSTAIN 2.
the Fund's LISTED BELOW
fundamental policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of FOR AGAINST ABSTAIN 4.
Price Waterhouse as
independent accountants
for International Stock
Fund, International
Discovery Fund, Japan
Fund, International Bond
Fund, European Stock Fund
and Latin America Fund; or
ratify the selection of
Coopers & Lybrand as
independent accountants
for New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income
Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE NEW ASIA FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to FOR EACH POLICY ABSTAIN 2.
the Fund's LISTED BELOW
fundamental policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of FOR AGAINST ABSTAIN 4.
Price Waterhouse as
independent accountants
for International Stock
Fund, International
Discovery Fund, Japan
Fund, International Bond
Fund, European Stock Fund
and Latin America Fund; or
ratify the selection of
Coopers & Lybrand as
independent accountants
for New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income
Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
{{PAGE}}
T.ROWEPRICE PROXY
- ------------------------------------------------------------------------------
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the reverse side. If
you do not check a box, your vote will be cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed postage paid
envelope, even if you will be attending the meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
T. ROWE PRICE SHORT-TERM GLOBAL INCOME FUND MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David Testa, as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of stock of the Fund,
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time indicated
above, at the offices of the Fund, 100 East Pratt Street, Baltimore, Maryland
21202, and at any and all adjournments thereof, with respect to the matters
set forth below and described in the Notice of Annual Meeting and Proxy
Statement dated March 2, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name appears. Only
authorized officers should sign for
corporations. For information as to the
voting of stock registered in more than one
name, see page 3 of the Notice of Annual
Meeting and Proxy Statement.
Dated: -------------------------------, 1994
--------------------------------------------
--------------------------------------------
Signature(s)
INTNTL
{{PAGE}}
T.ROWEPRICE WE NEED YOUR PROXY VOTE BEFORE APRIL 20, 1994
- ------------------------------------------------------------------------------
Please refer to the Proxy Statement discussion of each of these matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS.
Please fold and detach card at perforation before mailing.
- ------------------------------------------------------------------------------
1. Election of FOR all nominees WITHHOLD AUTHORITY 1.
directors listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr. Addison Lanier
M. David Testa Martin G. Wade
(APPLIES TO ALL BUT LATIN AMERICA FUND)
2. Approve changes to FOR each policy ABSTAIN 2.
the Fund's listed below
fundamental policies. (except as marked
to the contrary)
If you do NOT wish to approve a policy change, please check the appropriate
box below:
(A) Borrowing (C) Industry (E) Senior (G) Pledging
Concentration Securities Assets
(B) Commodities & (D) Lending (F) Purchasing on (H) Short Sales
Futures Margin
3. Amend Articles of Incorporation to delete requirement that stock
certificates be issued. FOR AGAINST ABSTAIN 3.
4. Ratify the selection of Price FOR AGAINST ABSTAIN 4.
Waterhouse as independent
accountants for International
Stock Fund, International
Discovery Fund, Japan Fund,
International Bond Fund,
European Stock Fund and Latin
America Fund; or ratify the
selection of Coopers & Lybrand
as independent accountants for
New Asia Fund, Global
Government Bond Fund and
Short-Term Global Income Fund.
5. I authorize the Proxies, in their discretion, to vote upon such other
business as may properly come before the meeting.
INTNTL
