PAGE 1 Registration Nos. 002-65539/811-2958
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Post-Effective Amendment No. 45 / X /
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 42 / X /
Fiscal Year Ended December 31, 1993
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
____________________________________________________
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
__________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
_______________________________________
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering December 29, 1993
___________
It is proposed that this filing will become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ on (date) pursuant to paragraph (a) of Rule 485
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933+
___________________________________________________________________
Pursuant to Section 24f-2 of the Investment Company Act of 1940, the
Registrant has registered an indefinite number of securities under the
Securities Act of 1933 and intends to file a 24f-2 Notice by February 28,
1994.
+Not applicable, as no securities are being registered by this Post-Effective
Amendment No. 45 to the Registration Statement.
PAGE 2
The Registration Statement of the T. Rowe Price International Funds, Inc.
on Form N-1A (File No. 2-65539) is hereby amended under the Securities Act of
1933 to update the Registrant's financial statements, make other changes in
the Registrant's Prospectus and Statement of Additional Information, and to
satisfy the annual amendment requirement of Rule 8b-16 under the Investment
Company Act of 1940.
This Amendment consists of the following:
Cross Reference Sheet
Part A of Form N-1A, Revised Prospectus
Part B of Form N-1A, Statement of Additional Information
Part C of Form N-1A, Other Information
Accountants' Consent
PAGE 3
T. ROWE PRICE INTERNATIONAL STOCK FUND
T. ROWE PRICE INTERNATIONAL DISCOVERY FUND
T. ROWE PRICE EUROPEAN STOCK FUND
T. ROWE PRICE NEW ASIA FUND
T. ROWE PRICE JAPAN FUND
T. ROWE PRICE LATIN AMERICA FUND
CROSS REFERENCE SHEET
N-1A Item No. Location
_____________ ________
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Transaction Costs and Fund
Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Transactions Costs and Fund
Expenses; Fund and Market
Characteristics; Risk Factors;
The Fund's Organization and
Management; Understanding Fund
Performance; Investment
Programs and Practices
Item 5. Management of the Fund Transaction Costs and Fund
Expenses; Fund and Market
Characteristics; The Fund's
Organization and Management
Item 6. Capital Stock and Other Securities Capital Stock; Dividends and
Distributions; Taxes
Item 7. Purchase of Securities Being NAV, Pricing, and Effective
Offered Date; Shareholder Services;
Conditions of Your Purchase;
Completing the New Account
Form; Opening a New Account;
Purchasing Additional Shares
Item 8. Redemption or Repurchase NAV, Pricing, and Effective
Date; Receiving Your Proceeds;
Conditions of Your Purchase;
Exchanging and Redeeming Shares
Item 9. Pending Legal Proceedings +
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History +
Item 13. Investment Objectives and Policies Investment Objectives and
Policies; Investment Objectives
and Programs; Investment
Restrictions; Risk Factors of
Foreign Investing; Investment
Performance
Item 14. Management of the Registrant Management of Funds
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
PAGE 4
Item 16. Investment Advisory and Other Investment Management Services;
Services Custodian; Legal Counsel;
Independent Accountants
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Dividends; Capital Stock
Item 19. Purchase, Redemption and Pricing Redemptions in Kind; Pricing of
of Securities Being Offered Securities; Net Asset Value Per
Share; Federal and State
Registration of Shares
Item 20. Tax Status Tax Status
Item 21. Underwriters Distributor for Funds
Item 22. Calculation of Yield Quotations of
Money Market Funds +
Item 23. Financial Statements Incorporated by Reference from
Annual Report
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement
___________________________________
+ Not applicable or negative answer
PAGE 5
Prospectus for the T. Rowe Price International Equity Funds, dated May 31,
1994, should be inserted here.
PAGE 1
INTERNATIONAL EQUITY FUNDS T. Rowe Price
International Funds, Inc.
Facts at a Glance May 1, 1994
Prospectus
Objective
Contents
Capital appreciation through ______________________
investment in companies based 1 About the Funds
outside the United States. Current ______________________
income is incidental to the funds' Transaction Costs and
investment objectives. Fund Expenses
______________________
Strategy Financial Highlights
______________________
International Stock fund invests Fund and Market
worldwide primarily in well- Characteristics
established, non-U.S. companies. ______________________
International Discovery fund invests Risk Factors
worldwide primarily in rapidly ______________________
growing small- and medium-sized, 2 About Your Account
non-U.S companies. ______________________
European Stock fund invests Pricing Shares;
primarily in companies domiciled in Receiving Sale
Europe. Proceeds
Japan fund invests primarily in ______________________
Japanese companies. Distributions and Taxes
New Asia fund invests primarily in ______________________
companies in Asia and the Pacific Transaction Procedures
Basin, excluding Japan. and Special Requirements
Latin America fund invests primarily ______________________
in companies located in Latin 3 More About the Funds
America. ______________________
Organization and
Risk/Reward Management
Each fund's share price will ______________________
fluctuate with changes in market, Understanding Fund
economic, and foreign currency Performance
exchange conditions. Generally, ______________________
funds investing in a single country, Investment Programs and
single or multiple emerging markets, Practices
or principally in smaller companies ______________________
represent higher risk and potential 4 Investing With T. Rowe
reward than those with greater Price
geographic diversification and an ______________________
orientation toward established Meeting Requirements for
companies and more mature economies New Accounts
and markets. ______________________
PAGE 2
Investor Profile Opening a New Account
Those seeking enhanced appreciation ______________________
potential over time and greater Purchasing Additional
diversification for their equity Shares
investments who can accept the ______________________
volatility of stock prices and the Exchanging and Redeeming
special risks that may accompany ______________________
international investing. Shareholder Services
______________________
Fees and Charges
100% no load. No sales charges; free This prospectus contains
telephone exchange; no 12b-1 information you should
marketing fees. Redemption fees on know before investing.
just two funds: the International Please keep it for
Discovery and Latin America Funds future reference. A
impose a 2% redemption fee, payable Statement of Additional
to the funds, on shares held less Information about the
than one year. funds, dated May 1,
1994, has been filed
Investment Manager with the Securities and
Rowe Price-Fleming International, Exchange Commission and
Inc., was founded in 1979 as a joint is incorporated by
venture between T. Rowe Price reference in this
Associates, Inc. and Robert Fleming prospectus. To obtain a
Holdings Ltd. Price-Fleming manages free copy, call
approximately $15.0 billion through 1-800-638-5660.
its offices in Baltimore, London,
Tokyo, and Hong Kong.
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION,
OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION, OR ANY STATE SECURITIES
COMMISSION, PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PAGE 3
1 About the International funds
Transaction Costs and funds' Expenses
These tables should help you understand the
kinds of expenses you will bear directly or
indirectly as a Fund shareholder.
The first part of the table, "Shareholder
Transaction Costs," shows that you pay no
direct costs to buy, sell or exchange
shares in the Fund. All the money you
invest in a Fund goes to work for you.
___________________________________________
Fund Expenses
Shareholder Transaction Expenses
Inter-
na-
Inter- tion-
na- al
tion- Dis- Euro- Latin
al cov- pean Ja- New Amer-
Stock ery Stock pan Asia ica
___________________________________________
Sales load
"charge" on
purchasesNone None None None None None
___________________________________________
Sales load
"charge" on
reinvested
dividendsNone None None None None None
___________________________________________
Redemption
fees None None None None None 2%+
___________________________________________
Exchange
fees None None None None None None
___________________________________________
PAGE 4
Annual Fund Expenses
Inter-
na-
Inter- tion-
na- al
tion- Dis- Euro- Latin
al cov- pean Ja- New Amer-
Stock ery Stock pan Asia ica
___________________________________________
Manage-
ment fee
(after
reduc-
tion)
0.70% 1.10% 0.85%0.70%++ 0.85% 1.10%
___________________________________________
Total
other
(Share-
holder
servicing,
custodial,
auditing,
etc.)
+++ 0.31% 0.44% 0.50% 0.80% 0.44% 0.90%
___________________________________________
Distri-
bution
fees
(12b-1) None None None None None None
___________________________________________
Total
fund
Ex-
penses 1.01% 1.54% 1.35% 1.50% 1.29% 2.00%
___________________________________________
+ On shares purchased and held for less
than twelve months (details on pages
____ and ____.
++ The Japan Fund's management fee and
its total expense ratio would have
been 0.85% and 1.65%, respectively,
had Price-Fleming not agreed to
reduce management fees in accordance
with the expense limitation.
PAGE 5
+++ The funds charge a $5.00 fee for wire
redemptions under $5,000, subject to
change without notice.
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 Reim-
Limita- Ratio burse-
tion Limita- ment
Period tion Date
_______ _______ _____
Short-Term
Global
Income+January 1, 1994- 1.00% December
December 31, 1995 31, 1997
Global
Government
Bond++ January 1, 1993- 1.20% December
December 31, 1994 31, 1996
International
Discov-
ery* January 1, 1993- 1.50% December
December 31, 1993 31, 1995
Japan** January 1, 1994- 1.50% October
October 31, 1995 31, 1997
Latin
AmericaDecember 29, 1993-2.00% October
October 31, 1995 31, 1997
* The International Discovery Fund
previously operated under a 1.50%
limitation that expired December 31,
PAGE 6
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 second half of the table, "Annual
Mutual Fund Expenses," provides an estimate
of how much it will cost to operate the
fund for a year, based on 1993 fiscal year
expenses. These are costs you pay
indirectly, because they are deducted from
the fund's total assets before the daily
share price is calculated and before
dividends and other distributions are made.
In other words, you will not see these
expenses on your account statement.
The main types of expenses, which all
mutual funds may charge against fund
assets, are:
o A management fee: the percent of Fund
assets paid to the fund's investment
manager. Each fund's fee comprises both
a group fee, discussed later, and an
individual fund fee, as follows:
International Stock Fund 0.35%; European
Stock, Japan and New Asia Funds 0.50%;
and International Discovery and Latin
America Funds 0.75%. Because the
investment programs of the International
Discovery, European Stock, Japan, New
Asia, and Latin America Funds are more
costly to implement and maintain, the
Individual Fund Fee is higher than that
paid by most U.S. investment companies.
o "Other" administrative expenses:
primarily the servicing of shareholder
accounts, such as providing statements,
reports, disbursing dividends, as well as
custodial services. For the year ended
PAGE 7
December 31, 1993, the funds paid the
following fees to T. Rowe Price Services,
Inc. for transfer and dividend disbursing
functions and shareholders services; T.
Rowe Price Retirement Plan Services, Inc.
for recordkeeping services for certain
retirement plans; and T. Rowe Price for
fund accounting services.
Transfer Subaccounting
Agent Services Accounting
________ ____________ __________
Interna-
tional
Stock $2,374,000 $1,252,000 $92,000
Inter-
national
Discov-
ery $ 360,000 $ (50) $92,000
European
Stock $ 366,000 $ 9,000 $83,000
Japan $ 234,000 $ 400 $83,000
New
Asia $1,394,000 $ 23,000 $83,000
The Latin America Fund became effective on
December 29, 1993, and is expected to pay
TRP Services transfer agent fees totaling
approximately $143,000 for the fiscal
period ending October 31, 1994, and is also
expected to pay shareholder service and
accounting fees totaling approximately
$133,000 and $83,000, respectively, for the
same period to T. Rowe Price Retirement
Plan Services, Inc., and T. Rowe Price,
respectively, as described on page __ under
Management of the Funds.
o Marketing or distribution fees: an
annual charge ("12-b") to existing
shareholders to defray the cost of
selling shares to new shareholders. T.
Rowe Price funds do not levy 12b-1 fees.
For further details on fund expenses,
please see "The Funds' Organization and
Management."
o Hypothetical example: Assume you invest
PAGE 8
at least $1,000, the Fund returns 5%
annually, expense ratios remain as
previously listed, and you close your
account at the end of the time periods
shown. Your expenses per $1,000 invested
would be:
Fund 1 Year 3 Years5 Years 10 Years
____ ______ ______________ ________
Inter-
national
Stock $10 $32 $56 $124
Inter-
national
Discovery $16 $49 $84 $183
European
Stock $14 $43 $74 $162
Japan $15 $47 $82 $179
New Asia $13 $41 $71 $156
Latin
America $20 $63 $108 $233
Financial Highlights
The following table provides information
about each fund's financial history. It is
based on a single share outstanding
throughout each fiscal year. The
respective table is part of each fund's
financial statements which are included in
each fund's annual report and incorporated
by reference into the Statement of
Additional Information, which is available
to shareholders. The financial statements
in the annual report have been audited by
the funds' independent accountants whose
respective unqualified reports cover the
periods shown.
PAGE 9
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
Stock Fund!
1984 $7.16 $.15 $(.56) $(.41)$(.08) $(.08)$ (.16)
1985 6.59 .11 2.71 2.82 (.15) (.22) (.37)
1986 9.04 .11 5.23 5.34 (.11) (1.38) (1.49)
1987 12.89 .12 .74 .86 (.23) (4.98) (5.21)
1988 8.54 .16 1.36 1.52 (.16) (.93) (1.09)
1989 8.97 .16 1.94 2.10 (.16) (.67) (.83)
1990 10.24 .22 (1.13) (.91) (.16) (.36) (.52)
1991 8.81 .15 1.22 1.37 (.15) (.49) (.64)
1992 9.54 .14 (.47) (.33) (.16) (.16) (.32)
1993x 8.89 .10 2.75 2.85 -- -- --
_________________________________________________________________
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver- Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands) Assets Assets Rate
_________________________________________________________________
Stock Fund!
1984 $ 6.59 (5.9%) $ 180,705 1.11% 2.29% 37.7%
1985 9.04 45.3% 376,843 1.11% 1.54% 61.9%
1986 12.89 61.3% 790,020 1.10% 0.89% 56.4%
1987 8.54 8.0% 642,463 1.14% 0.93% 76.5%
1988 8.97 17.9% 630,114 1.16% 1.78% 42.4%
1989 10.24 23.7% 970,214 1.10% 1.63% 47.8%
1990 8.81 (8.9%) 1,030,848 1.09% 2.16% 47.1%
1991 9.54 15.9% 1,476,309 1.10% 1.51% 45.0%
1992 8.89 (3.5%) 1,949,631 1.05% 1.49% 37.8%
1993x 11.74 32.1%+ 2,746,055 1.01%++1.52%++29.8%++
PAGE 10
_________________________________________________________________
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
Discovery Fund
1989!! $10.00 $ .14!!!$ 4.03 $4.17 $ (.13) $(.10) $(.23)
1990 13.94 .14!!! (1.91) (1.77) (.15) (.27) (.42)
1991 11.75 .13!!! 1.24 1.37 (.13) -- (.13)
1992 12.99 .13!!! (1.31) (1.18) (.13) -- (.13)
1993x 11.68 .07!!! 4.41 4.48 -- -- --
_________________________________________________________________
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver- Turn-
Year Ended, End ofReinvested Assets ($ Net age Net over
December 31 PeriodDividends)Thousands) Assets Assets Rate
_________________________________________________________________
Discovery Fund
1989!! $13.94 41.8%+ $ 61,166 1.50%!!!++ 0.76%++38.3%++
1990 11.75(12.8%) 136,660 1.50%!!!++ 1.10% 44.0%
1991 12.99 11.7% 166,819 1.50%!!!++ 1.03% 56.3%
1992 11.68 (9.1%) 166,362 1.50%!!!++ 1.07% 38.0%
1993x 16.16 38.4%+ 329,001 1.50%!!!++ 0.81%++71.8%++
_________________________________________________________________
PAGE 11
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
European Stock
1990@ $10.00 $ .24@@$ (.56) $ (.32) $(.20) -- $(.20)
1991 9.48 .10 .59 .69 (.08) -- (.08)
1992 10.09 .14 (.70) (.56) (.17) -- (.17)
1993x 9.36 .12 1.89 2.01 -- -- --
_________________________________________________________________
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver- Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands) Assets Assets Rate
_________________________________________________________________
European Stock
1990@ $9.48 (3.2%)+ $ 99,447 1.75%@@++2.30%++ 34.9%++
1991 10.09 7.3% 103,977 1.71% 1.04% 57.7%
1992 9.36 (5.6%) 173,798 1.48% 1.23% 52.0%
1993x 11.37 21.5%+ 265,784 1.35%++ 1.79%++ 21.3%++
_________________________________________________________________
PAGE 12
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
Japan
1992* $10.00 $(.01)** $(1.35) $ (1.36) -- -- --
1993x 8.64 (.05)** 2.99 2.94 -- -- --
_________________________________________________________________
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver- Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands) Assets Assets Rate
_________________________________________________________________
Japan
1992* $ 8.64 (13.4%) $45,792 1.50%** (.22)% 41.6%
1993x 11.58 33.7%+ 87,163 1.50%++**(.58)%++61.4%++
_________________________________________________________________
PAGE 13
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
New Asia
1990# $10.00 $ .09##$ .07 $ .16 $(.08) -- $(.08)
1991 10.08 .21## 1.73 1.94 (.20) -- (.20)
1992 11.82 .20 1.12 1.32 (.20) $(.26) (.46)
1993x 12.68 .07 7.01 7.08 -- -- --
_________________________________________________________________
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver- Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands) Assets Assets Rate
_________________________________________________________________
New Asia
1990# $10.08 1.6%+ $ 10,986 1.75%##++ 2.10%++ 3.2%++
1991 11.82 19.3% 102,922 1.75%## 1.75% 49.0%
1992 12.68 11.2% 314,504 1.51% 1.64% 36.3%
1993x 19.76 55.8%+ 1,650,450 1.29%++ 1.02%++40.4%++
_________________________________________________________________
! All share and per-share figures reflect the 2-for-1 stock
split effective August 31, 1987.
!! For the period December 30, 1988 (commencement of
operations) to December 31, 1989.
!!! Excludes expenses in excess of a 1.50% voluntary expense
limitation in effect through December 31, 1993.
@ For the period February 28, 1990 (commencement of
operations) to December 31, 1990.
@@ Excludes expenses in excess of a 1.75% voluntary expense
limitation in effect through December 31, 1991.
PAGE 14
* For the period December 30, 1991 (commencement of
operations) to December 31, 1992.
** Excludes expenses in excess of a 1.50% voluntary expense
limitation in effect through December 31, 1993.
# For the period September 28, 1990 (commencement of
operations) to December 31, 1990.
## Excludes expenses in excess of a 1.75% voluntary expense
limitation in effect through December 31, 1992.
+ Not Annualized.
++ Annualized.
x For ten months ended October 31, 1993. Fiscal year-end
changed from December 31 to October 31.
Fund and Market Characteristics: What to
Expect
To help you decide Why invest internationally?
whether an international
equity fund is There are three main reasons:
appropriate for you, this
section takes a closer o Expanded investment opportunities. More
look at the T. Rowe Price than half of the world's total stock market
funds' investment capitalization and two-thirds of global GNP
programs and the markets consists of non-U.S. stocks and companies.
in which they invest.
o The potential for higher returns. One or
more foreign stock markets outperformed the
U.S. market (in U.S. dollar terms) in xx of
the 20 years ended 1993.
o Lower overall volatility in your
investment portfolio through increased
diversification. Since foreign stock
markets tend to move independently of the
U.S. market and each other, spreading
investments across a number of markets can
help smooth out fluctuations in the returns
of your total equity holdings.
What are some of the opportunities
represented by major overseas markets?
o Europe: market deregulation,
privatization, and lower trade barriers
have expanded the range of investment
opportunities. The emergence of capitalist
economies in eastern Europe could, over the
PAGE 15
long term, open previously inaccessible
markets and also provide a lower-cost,
skilled labor pool, which may further
stimulate European economies.
o Asia: No longer solely dependent on the
Japanese "engine" for growth, the newly
industrialized countries of the Pacific Rim
are powered by worldwide exports and,
increasingly, by strong inter-regional
demand. In addition, China's move toward a
more capitalistic economy has positive
implications for the entire region's
future.
o Japan: Although its growth rate has
slowed, the longer-term outlook for Japan's
economy is positive. In addition to its
productive labor force, technological
expertise, and commitment to capital
investment, Japan's shift to a more
domestic-oriented economy should promote
future growth and create new investment
opportunities.
o Latin America: After years of stagnation,
some countries here are experiencing rising
growth rates that reflect lower trade
barriers, privatization of industry,
progress on reducing inflation and
restructuring of national debt burdens.
For more details on What can I expect in terms of price
potential risks of volatility?
foreign investments, see
"Risk Factors" under Like U.S. stock investments, common stocks
"Investment Policies and of foreign companies offer investors a way
Practices." to build capital over time. As an economy
expands, corporate profits generally grow,
and share values rise.
The long-term rise of foreign stock
prices as a group has been punctuated by
periodic declines. As in the U.S., share
prices of even the best managed, most
profitable corporations are subject to
market risk, which means they can fluctuate
PAGE 16
widely. For this reason, investors in
either foreign or domestic stocks should
have a long-term investment horizon.
The accompanying charts show year-by-year
foreign stock returns as well as longer-
term performance. (The major international
stock markets are represented by Morgan
Stanley Capital International's EAFE Index
-- Europe, Australia, Far East.) From 1970,
when the Index began, through 1993, foreign
stocks posted negative returns in seven
years, as shown, which means they rose
about 70% of the time. For this same time
span, however, all cumulative returns for
10-year rolling periods were positive.
Thus, the risk of incurring a loss was
reduced considerably for longer holding
periods.
[two bar charts here]
Footnote for charts: These charts are
intended to illustrate historical common
stock behavior and do not represent the
performance of any T. Rowe Price mutual
fund. Past results do not indicate future
returns.
What are the major risks associated with
international investing and these funds?
Foreign stock prices are subject to many of
the same influences as U.S. stocks, such as
general economic conditions, company and
industry earnings prospects, and investor
psychology. International investing also
involves additional risks which can
increase the potential for the losses in
the Funds.
o Currency fluctuations. Transactions in
foreign securities are conducted in local
currencies, so dollars must be exchanged
for another currency each time a stock is
bought or sold or a dividend is paid.
Likewise, share-price quotations and
PAGE 17
total return information reflect
conversion into dollars. Fluctuations in
foreign exchange rates can significantly
increase or decrease the dollar value of
a foreign investment, boosting or
offsetting its local market return. For
example, if a French stock rose 10% in
price during a year, but the U. S. dollar
gained 5% against the French franc during
that time, the U.S. investor's return
would be reduced to 5%. This is because
the franc would "buy" fewer dollars at
the end of the year than at the
beginning, or, conversely, a dollar would
buy more francs. Exchange rate movements
can be large and endure for extended
periods of time.
o Costs. It is more expensive for U.S.
investors to trade in foreign markets
than in the U.S. Mutual funds offer a
very efficient way for individuals to
invest abroad, but the overall expense
ratios of international funds are usually
somewhat higher than those of typical
domestic stock funds.
o Political and economic factors. The
economies, markets and political
structures of some countries in which
each funds can invest may not compare
favorably with the United States and
other mature economies in terms of wealth
and stability. Therefore, investments in
these countries may be riskier, and may
be subject to erratic and abrupt price
movements.
Some economies are less well developed
and less diverse (Latin America, Eastern
Europe), and may be more vulnerable to the
ebb and flow of international trade, trade
barriers and other protectionist or
retaliatory measures (Japan, Southeast
Asia, Latin America). Some countries,
particularly in Latin America, are
grappling with severe inflation and high
PAGE 18
levels of national debt. Investments in
countries that have recently begun moving
away from central planning and state-owned
industries toward free markets, such as the
Eastern European economies, should be
regarded as speculative.
Certain portfolio countries have
histories of instability and upheaval
(Latin America) and internal politics that
could cause their governments to act in a
detrimental or hostile manner toward
foreign investment. Any such actions could
affect security prices, and impair a fund's
ability to repatriate capital or income.
While certain portfolio countries have
made progress in economic growth,
liberalization, fiscal discipline, and
political and social stability, there is no
assurance these trends will continue.
o Legal and regulatory. Certain portfolio
countries lack uniform accounting,
auditing, and financial reporting
standards, may have less governmental
supervision of financial markets than in
the U.S., and may not honor legal rights
enjoyed in the U.S.
o Pricing. Portfolio securities may be
listed on foreign exchanges that are open
on days (such as Saturdays) when the
funds do not compute their prices. As a
result, a funds' net asset values may be
significantly affected by trading on days
when shareholders cannot make
transactions.
How do fund managers try to reduce risk?
The principal tools are intensive research
and diversification; currency hedging
techniques are used from time to time.
o In addition to conducting on-site
research in portfolio countries and
PAGE 19
companies, Rowe Price-Fleming has close
ties with investment analysts based
throughout the world.
o Diversification significantly reduces but
does not eliminate risk. The impact on a
fund's share price from a drop in the price
of a particular stock is reduced
substantially by investing in a portfolio
with dozens of different companies.
Likewise, the impact of unfavorable
developments in a particular country is
reduced in the multi-country funds because
investments are spread among many
countries.
Portfolio managers keep close watch on
individual investments as well as on
political and economic trends in each
country and region. Holdings are adjusted
according to the manager's analysis and
outlook.
o While currency translation does affect
the short-run returns provided by foreign
stocks, its influence on long-term results
has been far outweighed by price trends on
local stock exchanges. However, when
foreign exchange rates are expected to be
unfavorable for U.S. investors, fund
managers can hedge the risk through use of
currency forwards and options. In a general
sense, these tools allow a manager to
exchange currencies in the future at a rate
specified in the present. (For more
details, please see "Foreign Currency
Transactions" under "Investment Policies
and Practices.") If the manager's forecast
is wrong, however, the hedge may cause a
loss.
The fund or funds you How can I decide which fund may be most
select should reflect appropriate for me?
your individual
investment goals, but First, be sure that your investment
should not represent your objective is the same as a fund's: capital
complete investment appreciation over time. If you will need
PAGE 20
program. No fund should the money you plan to invest in the near
be used for short-term future, none of these funds is suitable.
trading purposes. Second, your decision should take into
account whether you have any other foreign
stock investments. If not, you may wish to
invest in the most diversified funds to
gain the broadest exposure to opportunities
overseas. If you are supplementing
existing holdings, you may wish to narrow
your focus to a region or country-specific
fund.
Third, consider your risk tolerance and the
risk profile of the various funds.
International funds Comparison Chart
Objective: All funds seek capital
appreciation by investing primarily in
common stocks.
Risk
Profile
Type (Relative
Geographic of to Each
Fund Emphasis Company Other)
____ __________ ________ _________
Inter- Worldwide Large, Relatively
national (excluding well- conservative
Stock U.S.) established
___________________________________________
Inter- Worldwide Small to Aggressive
national (excluding medium-
Discovery U.S.) sized
companies
___________________________________________
European Europe All sizes Moderate
Stock (including
Eastern
Europe)
___________________________________________
New Asia Far East and All sizes Aggressive
Pacific Basin
(excluding
Japan)
PAGE 21
___________________________________________
Japan Japan All sizes Moderate
___________________________________________
Latin Currently All sizes Most
America Mexico aggressive
Brazil
Chile
Argentina
Is there addition information about the six
funds to help me make a decision?
Yes. You should review the following
investment objectives and other details
about each fund discussed in this
prospectus and other materials you received
about the funds.
International Stock fund. The fund's
objective is long-term growth of capital
through investments primarily in common
stocks of established, non-U.S. companies.
The fund expects to invest substantially
all of its assets outside the U.S. and to
diversify broadly among countries
throughout the world, both developed, newly
industrialized, and emerging.
International Discovery fund. This fund's
objective is long-term growth of capital
through investment primarily in common
stocks of rapidly growing, small- to
medium-sized non-U.S. companies. Such
companies traditionally are more dynamic
and offer greater growth potential than
larger companies, but they are often
overlooked or undervalued by investors.
Smaller companies are generally riskier
than large because they may have limited
product lines, capital, and managerial
resources. Their securities may be less
liquid, that is, they may trade less
frequently and with greater price swings.
The fund expects to invest substantially
all of its assets outside the U.S. in both
developed and emerging markets. Depending
PAGE 22
on conditions, the portfolio should
comprise at least 10 countries and 100
different companies.
European Stock fund. The fund's objective
is long-term growth of capital through
investment primarily in common stocks of
both large and small European companies.
The fund seeks to take advantage of
opportunities arising from such trends as
privatization, the reduction of trade
barriers, and the potential growth of the
emerging economies of Eastern Europe.
The fund will normally invest at least
65% of its total assets in the common
stocks of European companies. Normally, at
least five countries will be represented in
the portfolio, and investments may be made
in any of the countries listed below, as
well as others as their markets develop.
Primary Emphasis: Others:
France Austria Czech Republic
Germany Belgium Greece
Holland Denmark Hungary
Italy Finland Poland
Spain Ireland Slovakia
Sweden Luxembourg Turkey
Switzerland Norway Russia
United Kingdom Portugal
Japan fund. This fund's objective is long-
term growth of capital through investment
in common stocks of large and small
companies domiciled or with primary
operations in Japan. These securities must
be issued by companies that are either
domiciled in Japan, have at least half
their assets in Japan, or derive at least
half their revenues from Japan.
The fund expects to invest substantially
all of its assets in Japanese companies and
will normally be invested across a wide
range of industries and companies (both
PAGE 23
small and large).
While a single-country fund may normally
be considered more risky than a multi-
country fund, Japan has a highly developed
and diverse economy which accounts for 17%
of the world's output. Japanese stocks
represent approximately one-quarter of the
world's stock market capitalization.
Investors should be aware that the U.S.
dollar has fallen in value against the
Japanese yen for many years, increasing
returns on Japanese investments for U.S.
investors. There is no assurance this
currency trend will continue and its
reversal would adversely affect the fund.
Note: For special pricing and transaction
information about the Japan fund, please
see "Pricing Shares" on page __.
New Asia fund. The fund's objective is
long-term growth of capital through
investment in large and small companies
domiciled or with primary operations in
Asia, excluding Japan.
The fund expects to invest substantially
all of its assets in the common stocks of
Asian countries, excluding Japan and may
also invest in companies in the Pacific
Basin, including Australia and New Zealand.
Countries in which the fund may invest
include those listed below as well as
others in the region, such as China,
Pakistan, and Indochina, as their markets
become more accessible. Investments will
represent a minimum of five countries.
Australia Philippines
Hong Kong Singapore
India South Korea
Indonesia Taiwan
Malaysia Thailand
New Zealand
PAGE 24
Economic growth among the Southeast Asia
economies has outstripped both Europe and
Japan in recent years, and the region's
rising prosperity has been reflected in
generally strong investment returns.
However, investors should keep in mind that
recent growth rates and fund returns may
not be sustainable.
Latin America fund. The fund's objective is
long-term growth of capital through
investment primarily in companies
domiciled, or with primary operations, in
Latin America. Initially the fund will
focus on Mexico, Brazil, Chile, and
Argentina, and the portfolio is normally
expected to invest in at least four
countries. Other countries will be added as
opportunities arise and conditions permit.
Normally, at least 65% of total assets will
be invested in Latin America common stocks.
The fund expects to make substantial
investments (at times more than 25% of
total assets) in the telephone companies of
various Latin American countries. These
utilities play a critical role in a
country's economic development, but their
stocks could be adversely affected if
trends favoring development were to be
reversed.
For a while, the fund expects that many
Latin American investments will be made
indirectly through purchases of such
vehicles as ADRs (American depositary
receipts) traded in the United States.
Direct investments will increase gradually
as the markets for local shares become more
liquid.
The fund is registered as "non-
diversified." This means that it may
invest a greater portion of assets in a
single company and own more of the
company's voting securities than is
permissible for a "diversified" fund.
PAGE 25
This is potentially the most volatile of
the T. Rowe Price international equity
funds. The Latin American countries in
general have less developed economies than
other regions in which Price-Fleming
invests and may continue to be subject to
the effects of unpredictable political and
economic conditions. A number of countries
have legacies of political instability,
hyper inflation, and currency devaluations
versus the dollar (which would adversely
affect returns to U.S. investors).
Q. What kinds of securities can the funds
invest in other than common stocks?
A. Each of the funds expects to invest
substantially all of its assets in
common stocks. However, the funds may
also invest in a variety of other equity
related securities, such as preferred
stocks, warrants and convertible
securities, as well as corporate and
governmental debt securities, when
considered consistent with the fund's
investment objectives and program. The
funds may also engage in a variety of
investment management practices, such as
buying and selling futures and options.
The fund's investments in securities
other than common stocks is limited to
no more than 35% of total assets. The
funds will not purchase any debt
security which at the time of purchase
is rated below investment grade. This
would not prevent a fund from retaining
a security downgraded to below
investment grade after purchase.
Q. Where can I find more details about the
fund's policies and practices?
A. In Section 3, the following are
discussed:
PAGE 26
o Common and Preferred Stocks
o Convertible Securities and Warrants
o Hybrid Instruments
o Private Placements
o Cash Position
o Borrowing Money and Transferring
Assets
o Operating Policies
o Foreign Currency Transactions
o Futures and Options
o Lending of Portfolio Securities
o Portfolio Turnover
2 About Your Account
Pricing Shares and Receiving Sale Proceeds
_______________________ Here are some procedures you should know
The various ways you can when investing in a fund.
buy, sell, and exchange
shares are explained at How and when shares are priced
the end of this The share price (also called "net asset
prospectus and on the New value" or NAV per share) for each fund,
Account Form. except the Japan fund, is calculated at 4
p.m. ET each day the New York Stock
Exchange is open for business. The share
price for the Japan fund is calculated at 4
p.m. ET each day the New York Stock
Exchange and the Tokyo Stock Exchange are
both open for business. To calculate the
NAV, a fund's assets are priced and
totaled, liabilities are subtracted, and
the balance, called net assets, is divided
by the number of shares outstanding.
How your purchase, sale, or exchange price
is determined
_______________________ If we receive your request in correct form
When filling out the New before 4 p.m. ET, your transaction will be
Account Form, you may priced at that day's NAV. If we receive it
wish to give yourself the after 4 p.m., it will be priced at the next
widest range of options business day's NAV.
for receiving proceeds
from a sale. Japan fund: Pricing and Transactions.
The fund will not process orders on any day
when either the New York or Tokyo Stock
Exchange is closed. Orders received on
PAGE 27
such days will be priced on the next day
the fund computes its net asset value. As
such, you may experience a delay in
purchasing or redeeming fund shares.
Exchanges. If you wish to exchange into
the Japan fund on a day when the New York
Stock Exchange is open but the Tokyo Stock
Exchange is closed, the exchange out of the
other T. Rowe Price fund will be processed
on that day but Japan fund shares will not
be purchased until the next day the Japan
Fund reopens. If you wish to exchange out
of the Japan fund on a day when the New
York Stock Exchange is open but the Tokyo
Stock Exchange is closed, the exchange will
be delayed until the next day the Japan
Fund reopens.
We're sorry, but we cannot accept orders
that request a particular day or price for
your transaction or any other special
conditions.
Note: The time at which transactions are
priced may be changed in case of an
emergency or if the New York Stock Exchange
closes at a time other than 4 p.m. ET.
How you can receive the proceeds from a
sale
_______________________ If your request is received by 4 p.m. ET in
If for some reason we correct form, proceeds are usually sent on
cannot accept your the next business day. Proceeds can be sent
request to sell shares, to you by mail, or to your bank account by
we will contact you. ACH transfer or bank wire. Proceeds sent by
bank wire should be credited to your
account the next business day, and proceeds
sent by ACH transfer should be credited the
second day after the sale.
Exception: Under unusual circumstances or
when deemed to be in the fund's best
interest, your proceeds may not be sent for
up to five business days after receiving
your sale or exchange request. If you were
exchanging into a bond or money fund, your
PAGE 28
new investment would not begin to earn
dividends until the sixth business day.
Contingent Redemption Fee (Latin America
fund and International Discovery fund).
The funds can experience substantial price
fluctuations and are intended for long-term
investors. Short-term "market timers" who
engage in frequent purchases and
redemptions can disrupt the funds'
investment programs and create additional
transaction costs that are borne by all
shareholders. For these reasons, each fund
assesses a 2% fee on redemptions (including
exchanges) of fund shares held for less
than twelve months.
Shares owned in the International
Discovery fund as of February 27, 1994 are
exempt from the fee. Redemption fees will
be paid to the fund to help offset
transaction costs.
The funds will use the "first-in, first-
out" (FIFO) method to determine the twelve
month holding period. Under this method,
the date of the redemption or exchange will
be compared with the earliest purchase date
of shares held in the account. If this
holding period is less than twelve months,
the redemption fee will be assessed.
The fee does not apply to any shares
purchased through reinvestment of dividends
or capital gain distributions, or to shares
held in retirement plans such as 401(k),
403(b), 457, profit sharing, and money
purchase pension accounts. The fee does
apply to shares held in IRA and SEP-IRA
accounts and to shares purchased through
automatic investment plans (described under
"Shareholder Services").
Useful Information on Distributions and
Taxes
Dividends and other distributions
PAGE 29
_______________________ Dividend and capital gain distributions are
The funds distribute all reinvested in additional fund shares in
net investment income and your account unless you select another
realized capital gains to option on your New Account Form. The
shareholders. advantage of reinvesting distributions
arises from compounding; that is, you
receive interest and capital gain
distributions on a rising number of shares.
Dividends not reinvested are paid by check
or transmitted to your bank account via
ACH. If the Post Office cannot deliver your
check, or if your check remains uncashed
for six months, a fund reserves the right
to reinvest your distribution check in your
account at the then current NAV and to
reinvest all subsequent distributions in
shares of the fund.
Income dividends
o The fund declares and pays dividends (if
any) annually.
o The dividends of each fund will not be
eligible for the 70% deduction for
dividends received by corporations, if,
as expected, none of the funds' income
consists of dividends paid by U.S.
corporations.
Capital gains
o A capital gain or loss is the difference
between the purchase and sale price of a
security.
o If the fund has net capital gains for
the year (after subtracting any capital
losses), they are usually declared and
paid in December to shareholders of
record on a specified date that month.
Tax information
_______________________ You need to be aware of the possible tax
The funds send timely consequences when:
information for your tax o the fund makes a distribution to your
filing needs. account, or
o you sell fund shares, including an
exchange from one fund to another.
PAGE 30
Taxes on fund redemptions. When you sell
_______________________ shares in any fund, you may realize a gain
The funds furnish average or loss. An exchange from one fund to
cost and capital gain another is still a sale for tax purposes.
(loss) information on
most share redemptions. In January, the funds will send you and the
IRS Form 1099-B, indicating the date and
amount of each sale you made in the fund
during the prior year. We will also tell
you the average cost of the shares you sold
during the year. Average cost information
is not reported to the IRS, and you do not
have to use it. You may calculate the cost
basis using other methods acceptable to the
IRS, such as "specific identification."
To help you maintain accurate records, we
send you a confirmation immediately
following each transaction you make and a
year-end statement detailing all your
transactions in each fund account during
the year.
Taxes on fund distributions. The following
_______________________ summary does not apply to retirement
Distributions are accounts, such as IRAs, in the funds, which
taxable whether are tax-deferred until you withdraw money
reinvested in additional from them.
shares or received
in cash. In January, the funds will send you and the
IRS Form 1099-DIV indicating the tax status
of any dividend and capital gain
distribution made to you. All distributions
made by these funds are taxable to you for
the year in which they were paid. The only
exception is that distributions declared
during the last three months of the year
and paid in January are taxed as though
they were paid by December 31. Dividends
and distributions are taxable to you
regardless of whether they are taken in
cash or reinvested. The funds will send
you any additional information you need to
determine your taxes on fund distributions,
such as the portion of your dividend, if
any, that may be exempt from state income
taxes.
PAGE 31
Short-term capital gains are taxable as
ordinary income and long-term gains are
taxable at the applicable long-term gain
rate. The gain is long or short term
depending on how long the fund held the
securities, not how long you held shares in
the fund.
Distributions resulting from the sale of
certain foreign currencies and debt
securities, to the extent of foreign
exchange gains, are taxed as ordinary
income or loss. If the fund pays
nonrefundable taxes to foreign governments
during the year, the taxes will reduce the
fund's dividends, but will still be
included in your taxable income. However,
you may be able to claim an offsetting
credit or deduction on you tax return for
your portion of foreign taxes paid by the
fund.
Tax effect of buying shares before a
capital gain distribution. If you buy
shares near or on the "record date" - the
date that establishes you as the person to
receive the upcoming distribution - you
will receive, in the form of a taxable
distribution, a portion of the money you
just invested. Therefore, you may wish to
find out the fund's record date(s) before
investing. Of course, the fund's share
price will reflect undistributed capital
gains or unrealized appreciation, if any.
Passive Foreign Investment Companies. Each
fund may purchase the securities of certain
foreign investment funds or trusts called
passive foreign investment companies. Such
funds have been the only or primary means
to invest in certain countries. In
addition to bearing their proportionate
share of the fund's expenses (management
fees and operating expenses) shareholders
will also indirectly bear similar expenses
of such funds. Capital gains on the sale
of such holdings will be deemed to be
PAGE 32
ordinary income regardless of how long the
fund holds its investment. In addition,
the fund may be subject to corporate income
tax and an interest charge on certain
dividends and capital gains earned from
these investments, regardless of whether
such income and gains are distributed to
shareholders.
In accordance with tax regulations, the
fund intends to treat these securities as
sold on the last day of the fund's fiscal
year and recognize any gains for tax
purposes at that time; losses will not be
recognized. Such gains will be considered
ordinary income which the fund will be
required to distribute even though it has
not sold the security and received cash to
pay such distributions.
Tax Consequences of Hedging. Under
applicable tax law, the funds may be
required to limit their gains from hedging
in foreign currency forwards, futures and
options. Although it is anticipated the
funds will comply with such limits, the
extent to which these limits apply is
subject to tax regulations which have not
yet been issued. Hedging may also result
in the application of the mark-to-market
and straddle provisions of the Internal
Revenue Code. These provisions could
result in an increase (or decrease) in the
amount of taxable dividends paid by the
funds as well as affect whether dividends
paid by the funds are classified as capital
gains or ordinary income.
Transaction Procedures and Special
Requirements
Purchase Conditions
_______________________ Nonpayment. If your payment is not received
Following these or you pay with a check or ACH transfer
procedures helps assure that does not clear, your purchase will be
timely and accurate cancelled. You will be responsible for any
transactions. losses or expenses incurred by the fund or
PAGE 33
transfer agent, and the fund can redeem
shares you own in this or another
identically registered T. Rowe Price fund
as reimbursement. The fund and its agents
have the right to reject or cancel any
purchase, exchange, or redemption due to
nonpayment.
U.S. Dollars. All purchases must be paid
for in U.S. dollars; checks must be drawn
on U.S. banks.
Sale (Redemption) Conditions
10-day Hold. If you sell shares that you
just purchased and paid for by check or ACH
transfer, the fund will redeem your shares
at the price on the day the request is
received, but will generally delay sending
you the proceeds for up to 10 calendar days
to allow the check or transfer to clear. If
you requested a redemption by mail or
mailgram, the proceeds will be mailed no
later than the seventh day following
receipt unless the check or ACH transfer
has not cleared. (The 10-day hold does not
apply to purchases paid for by: bank wire;
cashier's, certified, or treasurer's
checks; or automatic purchases through your
paycheck.)
Telephone Transactions. Telephone exchange
and redemption are established
automatically when you sign the New Account
Form unless you check the box which states
that you do not want these services. The
fund uses reasonable procedures (including
shareholder identity verification) to
confirm that instructions given by
telephone are genuine. If these procedures
are not followed, it is the opinion of
certain regulatory agencies that a fund may
be liable for any losses that may result
from acting on the instructions given. All
conversations are recorded, and a
confirmation is sent within five business
days after the telephone transaction.
PAGE 34
Redemptions over $250,000. Large sales can
adversely affect a portfolio manager's
ability to implement a fund's investment
strategy by causing the premature sale of
securities that would otherwise be held. If
in any 90-day period, you redeem (sell)
more than $250,000, or your sale amounts to
more than 1% of the fund's net assets, the
fund has the right to delay sending your
proceeds for up to five business days after
receiving your request, or to pay the
difference between the redemption amount
and the lesser of the two previously
mentioned figures with securities from the
fund.
Excessive Trading
_______________________ Frequent trades involving either
T. Rowe Price may bar substantial fund assets or a substantial
excessive traders from portion of your account or accounts
purchasing shares. controlled by you, can disrupt management
of the fund and raise its expenses. We
define "excessive trading" as exceeding one
purchase and sale involving the same fund
within any 120-day period.
For example, you are in fund A. You can
move substantial assets from fund A to fund
B, and, within the next 120 days, sell your
shares in fund B to return to fund A or
move to fund C.
If you exceed the number of trades
described above, you may be barred from
further purchases of T. Rowe Price funds.
Three types of transactions are exempt from
excessive trading guidelines: (1) trades
solely between money market funds, (2)
redemptions that are not part of exchanges,
and (3) systematic purchases or redemptions
(See "Shareholder Services").
Keeping Your Account Open
Due to the relatively high cost of
maintaining small accounts, we ask you to
maintain an account balance of at least
PAGE 35
$1,000. If your balance is below $1,000 for
three months or longer, the fund has the
right to close your account after giving
you 60 days in which to increase your
balance.
Signature Guarantees
_______________________ You may need to have your signature
A signature guarantee is guaranteed in certain situations, such as:
designed to protect you
and the fund from fraud o Written requests to 1) redeem over
by verifying your $50,000 or 2) wire redemption proceeds.
signature.
o Remitting redemption proceeds to any
person, address, or bank account not on
record.
o Transferring redemption proceeds to a T.
Rowe Price fund account with a different
registration from yours.
o Establishing certain services after the
account is opened.
You can obtain a signature guarantee from
most banks, savings institutions,
broker/dealers and other guarantors
acceptable to T. Rowe Price. We cannot
accept guarantees from notaries public or
organizations that do not provide
reimbursement in the case of fraud.
3 More About the funds
The funds' Organization and Management
______________________ How are the funds organized?
Shareholders benefit from
Price-Fleming's ___ years Currently, the Corporation consists of
of investment management nine series, each representing a separate
experience. class of shares and having different
objectives and investment policies. The
nine series and the years in which each was
established are as follows: International
Stock Fund, 1979; International Bond Fund,
1986; International Discovery Fund, 1988;
European Stock Fund, New Asia Fund, Global
Government Bond Fund, 1990; Japan Fund,
PAGE 36
1991; Short-Term Global Income Fund, 1992;
and Latin America Fund, 1993. The Short-
Term Global Income, Global Government Bond
and International Bond Funds are described
in a separate prospectus. The
Corporation's Charter provides that the
Board of Directors may issue additional
series of shares and/or additional classes
of shares for each series. Although each
fund is offering only its own shares, it is
possible that a fund might become liable
for any misstatement in the prospectus
about another fund. The funds' Board has
considered this factor in approving the use
of two combined prospectuses.
What is meant by "shares"?
As with all mutual funds, investors
purchase "shares" when they invest in a
fund. These shares are part of a fund's
authorized capital stock, but share
certificates are not issued.
Each share and fractional share entitles
the shareholder to:
o receive a proportional interest in a
fund's capital gain distributions;
o cast one vote per share on certain fund
matters, including the election of fund
directors, changes in fundamental
policies, or approval of changes in a
fund's management contract.
Does each fund have an annual shareholder
meeting?
The funds are not required to hold meetings
but will do so when certain matters, such
as a change in a fund's fundamental
policies, are to be decided. In addition,
shareholders representing at least 10% of
all eligible votes may call a special
meeting if they wish for the purpose of
voting on the removal of any fund
director(s). If a meeting is held and you
cannot attend, you can vote by proxy. Well
before the meeting, the fund will send you
proxy materials that explain the issues to
PAGE 37
be decided and include a voting card for
you to mail back.
_________________________ Who runs the funds?
All decisions regarding General Oversight. The funds are governed
the purchase and sale of by a Board of Directors that meets
fund investments are made regularly to review the fund's investments,
by Price-Fleming- performance, expenses, and other business
-specifically by the affairs. The Board elects the funds'
funds' portfolio officers.
managers.
Investment Manager. Price-Fleming is
responsible for selection and management of
each fund's portfolio investments. Price-
Fleming's U.S. office is located at 100
East Pratt Street, Baltimore, Maryland
21202.
Price-Fleming has offices Price-Fleming was incorporated in
in Baltimore, London, Maryland in 1979 as a joint venture between
Tokyo, and Hong Kong. T. Rowe Price and Robert Fleming Holdings
Limited (Flemings). Flemings is a
diversified investment organization which
participates in a global network of
regional investment offices in New York,
London, Zurich, Geneva, Tokyo, Hong Kong,
Manila, Kuala Lumpur, South Korea, and
Taiwan.
T. Rowe Price, Flemings, and Jardine
Fleming are owners of Price-Fleming. The
common stock of Price-Fleming is 50% owned
by a wholly-owned subsidiary of T. Rowe
Price, 25% by a subsidiary of Flemings and
25% by Jardine Fleming Group Limited
(Jardine Fleming). (Half of Jardine
Fleming is owned by Flemings and half by
Jardine Matheson Holdings Limited.) T.
Rowe Price has the right to elect a
majority of the board of directors of
Price-Fleming, and Flemings has the right
to elect the remaining directors, one of
whom will be nominated by Jardine Fleming.
Portfolio Management. Each fund has an
investment advisory group that has day-to-
day responsibility for managing the
PAGE 38
portfolio and developing and executing each
fund's investment program. The members of
each advisory group are listed below.
International Stock and International
Discovery funds. Martin G. Wade,
Christopher Alderson, Peter Askew, David
Boardman, Richard J. Bruce, Mark J. T.
Edwards, John R. Ford, Robert C. Howe,
James B. M. Seddon, Benedict R. F. Thomas,
and David J. L. Warren.
European Stock fund. Martin G. Wade,
Richard J. Bruce, Mark J. T. Edwards, John
R. Ford, and James B. M. Seddon.
Japan fund. Martin G. Wade, Christopher
Alderson, and David J. L. Warren.
New Asia fund. Martin G. Wade, Peter
Askew, Robert C. Howe, and Benedict R. F.
Thomas.
Latin America fund. Martin G. Wade, Mark
J. T. Edwards, and John R. Ford.
Martin Wade joined Price-Fleming in 1979
and has 25 years of experience with Fleming
Group (Fleming Group includes Robert
Fleming Holdings Ltd. and/or Jardine
Fleming International Holdings Ltd.) in
research, client service and investment
management, including assignments in the
Far East and the United States.
Peter Askew joined Price-Fleming in 1988
and has 19 years of experience managing
multicurrency fixed income portfolios.
Christopher Alderson joined Price-Fleming
in 1988, and has eight years of experience
with the Fleming Group in research and
portfolio management, including an
assignment in Hong Kong.
David Boardman joined Price-Fleming in
1988 and has 19 years experience in
PAGE 39
managing multicurrency fixed income
portfolios.
Richard J. Bruce joined Price-Fleming in
1991 and has six years of experience in
investment management with the Fleming
Group in Tokyo.
Mark J. T. Edwards joined Price-Fleming
in 1986 and has 13 years of experience in
financial analysis, including three years
in Fleming European research.
John R. Ford joined Price Fleming in 1982
and has 14 years of experience with Fleming
Group in research and portfolio management,
including assignments in the Far East and
the United States.
Robert C. Howe joined Price-Fleming in
1986 and has 13 years of experience in
economic research, company research and
portfolio management, including an
assignment in Japan.
James B. M Seddon joined Price-Fleming in
1987 and has seven years of experience in
investment management.
Benedict R. F. Thomas joined Price-
Fleming in 1988 and has five years of
portfolio management experience, including
assignments in London and Baltimore.
David J. L. Warren joined Price-Fleming
in 1984 and has 14 years of experience in
equity research, fixed income research and
portfolio management, including an
assignment in Japan.
Portfolio Transactions. Decisions with
respect to the purchase and sale of a
fund's portfolio securities on behalf of
each fund are made by Price-Fleming. The
funds' Board of Directors has authorized
Price-Fleming to utilize affiliates of
Flemings and Jardine Fleming in the
PAGE 40
capacity of broker in connection with the
execution of a fund's portfolio
transactions if Price-Fleming believes that
doing so would result in an economic
advantage (in the form of lower execution
costs or otherwise) being obtained by the
fund.
Marketing. T. Rowe Price Investment
Services, Inc., a wholly-owned subsidiary
of T. Rowe Price, distributes (sells)
shares of these and all other T. Rowe Price
funds.
Shareholder Services. T. Rowe Price
Services, Inc., another wholly-owned
subsidiary, acts as the funds' transfer and
dividend disbursing agent and provides
shareholder and administrative services.
Services for certain types of retirement
plans are provided by T. Rowe Price
Retirement Plan Services, Inc., also a
wholly-owned subsidiary. The address for
each is 100 East Pratt St., Baltimore, MD
21202.
How are fund expenses determined?
The management agreement spells out the
expenses to be paid by the fund. In
addition to the management fee, the fund
pays for the following: shareholder service
expenses; custodial, accounting, legal, and
audit fees; costs of preparing and printing
prospectuses and reports sent to
shareholders; registration fees and
expenses; proxy and annual meeting expenses
(if any); and director/trustee fees and
expenses.
The Management Fee. This fee has two parts
-- an "individual fund fee" (discussed on
page 2) which reflects the fund's
particular investment management costs, and
a "group fee." The group fee, which
reflects the benefits each fund derives
from sharing the resources of the T. Rowe
PAGE 41
Price investment management complex, is
calculated monthly based on the net
combined assets of all T. Rowe Price funds
(except Equity Index and both Spectrum
funds). The fee schedule (shown below) is
graduated, declining as the asset total
rises, so shareholders benefit from the
overall growth in mutual fund assets.
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter
Based on combined Price funds' assets of
approximately $34.7 billion at December 31,
1993, the Group Fee was 0.35%.
Research and Administration. 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. Additional investment research
and administrative support for equity
investments is provided to Price-Fleming by
Fleming Investment Management Limited (FIM)
and Jardine Fleming Investment Holdings
Limited (JFIH) for which each receives from
Price-Fleming a fee of .075% of the market
value of all assets in equal accounts under
Price-Fleming's management. FIM and JFIH
are wholly-owned subsidiaries of Flemings
and Jardine Fleming, respectively.
PAGE 42
Fleming International Fixed Interest
Management Limited (FIFIM) provides Price-
Fleming additional investment research and
administrative support on fixed income
investments and receives from Price-Fleming
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. FIFIM is owned by Flemings.
Certain officers of Price-Fleming are
directors of FIFIM. JFIH 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.
Understanding Performance Information
This section should help you understand the
terms used to describe the funds'
performance. You will come across them in
shareholder reports you receive from us
four times a year, in our newsletters,
"Insights" reports, in T. Rowe Price
advertisements, and in the media.
_________________________ Total Return
Total return is the most This tells you how much an investment in a
widely used performance fund has changed in value over a given time
measure. Detailed period. It reflects any net increase or
performance information decrease in the share price and assumes
is included in the funds' that all dividends and capital gains (if
annual reports and any) paid during the period were reinvested
quarterly shareholder in additional shares. Reinvesting
reports. distributions means that total return
numbers include the effect of compounding,
i.e., you receive income and capital gain
distributions on a rising number of shares.
Advertisements for the fund may include
cumulative or compound average annual total
return figures, which may be compared with
various indices, other performance
measures, or other mutual funds.
PAGE 43
Cumulative Total Return
This is the actual rate of return on an
investment for a specified period. A
cumulative return does not indicate how
much the value of the investment may have
fluctuated between the beginning and the
end of the period specified.
Average Annual Total Return
This is always hypothetical. Working
backward from the actual cumulative return,
it tells you what constant year-by-year
return would have produced the actual,
cumulative return. By smoothing out all the
variations in annual performance, it gives
you an idea of the investment's annual
contribution to your portfolio provided you
held it for the entire period in question.
Investment Programs and Practices
_________________________ This section takes a detailed look at some
fund managers have of the types of securities the funds may
considerable leeway in hold in their portfolios and the various
choosing investment kinds of investment practices that may be
strategies and selecting used in day-to-day portfolio management.
securities they believe The funds' investment programs are subject
will help the funds to further restrictions and risks described
achieve their objectives. in the "Statement of Additional
Information."
Shareholder approval is required to
substantively change a fund's objective
(stated on page __) and to change certain
investment restrictions noted in the
following section as "fundamental
policies." The managers also follow
certain "operating policies" which can be
changed without shareholder approval.
However, significant changes are discussed
with shareholders in fund reports.
Types of Portfolio Securities
fund managers have In seeking to meet its investment
considerable leeway in objective, the funds may invest in any type
choosing investment of security whose investment
PAGE 44
strategies and selecting characteristics are consistent with the
securities they believe fund's investment program. These and some
will help the fund of the other investment techniques the
achieve its objectives. funds may use are described in the
following pages.
Fundamental Policy. With the exception of
Latin America fund, a fund will not
purchase a security if, as a result, with
respect to 75% of the fund's total assets,
more than 5% of its total assets would be
invested in securities of the issuer.
Non-Diversified Status - Latin America
fund. The fund is registered as a non-
diversified mutual fund. This means that
the fund may invest a greater portion of
its assets in, and own a greater amount of
the voting securities of, a single company
than a diversified fund which may subject
the fund to greater risk with respect to
its portfolio securities. However, because
the fund intends to qualify as a "regulated
investment company" under the Internal
Revenue Code, it must invest so that, with
respect to 50% of its total assets, not
more than 5% of its assets are invested in
the securities of a single issuer.
Common and Preferred Stocks. Stocks
represent shares of ownership in a company.
Generally, preferred stock has a specified
dividend and ranks after bonds and before
common stocks in its claim on income for
dividend payments and on assets should the
company be liquidated. After other claims
are satisfied, common stockholders
participate in company profits on a pro
rata basis; profits may be paid out in
dividends or reinvested in the company to
help it grow. Increases and decreases in
earnings are usually reflected in a
company's stock price, so common stocks
generally have the greatest appreciation
and depreciation potential of all corporate
securities. While most preferred stocks
pay a dividend, the funds may purchase
PAGE 45
preferred stock where the issuer has
omitted, or is in danger of omitting,
payment of its dividend. Such investments
would be made primarily for their capital
appreciation potential.
Convertible Securities and Warrants. The
funds may invest in debt or preferred
equity securities convertible into or
exchangeable for equity securities.
Traditionally, convertible securities have
paid dividends or interest at rates higher
than common stocks but lower than non-
convertible securities. They generally
participate in the appreciation or
depreciation of the underlying stock into
which they are convertible, but to a lesser
degree. In recent years, convertibles have
been developed which combine higher or
lower current income with options and other
features. Warrants are options to buy a
stated number of shares of common stock at
a specified price any time during the life
of the warrants (generally, two or more
years).
Fixed Income Securities. The funds may
invest in debt securities of any type
without regard to quality or rating. Such
securities would be purchased in companies
which meet the investment criteria for the
fund. The price of a bond fluctuates with
changes in interest rates, rising when
interest fall and falling when interest
rise.
Hybrid Instruments. These instruments can
combine the characteristics of securities,
futures and options. For example, the
principal amount, redemption or conversion
terms of a security could be related to the
market price of some commodity, currency or
securities index. Such securities may bear
interest or pay dividends at below market
(or even relatively nominal) rates. Under
certain conditions, the redemption value of
such an investment could be zero. Hybrids
PAGE 46
can have volatile prices and limited
liquidity and their use by a fund may not
be successful.
Operating Policy. Each fund may invest up
to 10% of its total assets in hybrid
instruments.
Private Placements (Restricted Securities).
These securities are sold directly to a
small number of investors, usually
institutions. Unlike public offerings, such
securities are not registered with the SEC.
Although certain of these securities may be
readily sold, for example under Rule 144A,
the sale of others may involve substantial
delays and additional costs.
Operating Policy. Each fund will not invest
more than 15% of its net assets in illiquid
securities.
Types of Management Practices
Cash Position. Each fund will hold a
certain portion of its assets in money
market securities, including repurchase
agreements, in the two highest rating
categories, maturing in one year or less.
For temporary, defensive purposes, a fund
may invest without limitation in such
securities. This reserve position provides
flexibility in meeting redemptions,
expenses, and the timing of new
investments, and serves as a short-term
defense during periods of unusual market
volatility.
Borrowing Money and Transferring Assets.
Each fund can borrow money from banks as a
temporary measure for emergency purposes,
to facilitate redemption requests, or for
other purposes consistent with the fund's
investment objectives and program. Such
borrowings may be collateralized with fund
assets, subject to restrictions.
PAGE 47
Fundamental Policy. Borrowings may not
exceed 33 1/3% of a fund's total fund
assets.
Operating Policies. Each fund may not
transfer as collateral any portfolio
securities except as necessary in
connection with permissible borrowings or
investments, and then such transfers may
not exceed 33 1/3% of the fund's total
assets. A fund may not purchase additional
securities when borrowings exceed 5% of
total assets.
Foreign Currency Transactions. The funds
will normally conduct their foreign
currency exchange transactions either on a
spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange
market, or through entering into forward
contracts to purchase or sell foreign
currencies. The funds will general not
enter into a forward with a term of greater
than one year.
The funds will generally enter into
forward foreign currency exchange contracts
only under two circumstances. First, when
a fund enters into a contract for the
purchase or sale of a security denominated
in a foreign currency, it may desire to
"lock in" the U.S. dollar price of the
security. Second, when Price-Fleming
believes that the currency of a particular
foreign country may suffer or enjoy a
substantial movement against another
currency, it may enter into a forward
contract to sell or buy the former foreign
currency (or another currency which acts as
a proxy for that currency) approximating
the value of some or all of the fund's
portfolio securities denominated in such
foreign currency. Under certain
circumstances, a fund may commit a
substantial portion or the entire value of
its portfolio to the consummation of these
contracts. Price-Fleming will consider the
PAGE 48
effect such a commitment of its portfolio
to forward contracts would have on the
investment program of the fund and the
flexibility of the fund to purchase
additional securities. Although forward
contracts will be used primarily to protect
the fund from adverse currency movements,
they also involve the risk that anticipated
currency movements will not be accurately
predicted and a fund's total return could
be adversely affected as a result.
There are certain markets where it is not
possible to engage in effective foreign
currency hedging. This may be true, for
example, for the currencies of various
Latin American countries where the foreign
exchange markets are not sufficiently
developed to permit hedging activity to
take place.
Futures and Options. Futures are often used
to manage risk, because they enable the
investor to buy or sell an asset in the
future at an agreed upon price. Options
give the investor the right, but not the
obligation, to buy or sell an asset at a
predetermined price in the future. The
funds may buy and sell futures contracts
(and options on such contracts) to manage
its exposure to changes in securities
prices and foreign currencies and as an
efficient means of adjusting overall
exposure to certain markets. The funds may
purchase, sell, or write call and put
options on securities, financial indices,
and foreign currencies.
Futures contracts and options may not
always be successful hedges; their prices
can be highly volatile; using them could
lower a fund's total return; and the
potential loss from the use of futures can
exceed a fund's initial investment in such
contracts.
PAGE 49
Operating Policies. Futures: Initial margin
deposits and premiums on options used for
non-hedging purposes will not equal more
than 5% of a fund's net asset value.
Options on securities: The total market
value of securities against which a fund
has written call or put options may not
exceed 25% of its total assets. A fund
will not commit more than 5% of its total
assets to premiums when purchasing call or
put options.
Lending of Portfolio Securities. Like other
mutual funds, the funds may lend securities
to broker-dealers, other institutions, or
other persons to earn additional income.
The principal risk is the potential
insolvency of the broker-dealer or other
borrower. In this event, the funds could
experience delays in recovering securities
and possibly capital losses.
Fundamental Policy. The value of loaned
securities may not exceed 33 1/3% of a
fund's total assets.
Portfolio Turnover. Turnover is an
indication of
____________________________
frequency. Portfolio Turnover
The funds Rates
will not 1991 1992 1993
generally ____________________________
trade in Interna-
securities tional
for short-term Stock Fund45.0% 37.8%29.8%*
profits, but ____________________________
when circum- Interna-
stances tional
warrant, Discovery
securities Fund 56.3% 38.0%71.8%*
may be ____________________________
purchased European
and sold Stock Fund57.7% 52.0%21.3%*
without regard ____________________________
to the length Japan Fund ** 41.6%61.4%*
of time held. ____________________________
PAGE 50
The funds' New Asia
portfolio Fund 49.0% 36.3%40.4%*
turnover rates ____________________________
for the *Annualized.
previous three **Prior to commencement of
years are fund operations.
shown in Table 6. Table 6
European, New Asia and Latin America funds
Location of Company. In determining the
domicile or nationality of a company, the
funds would primarily consider the
following factors: whether the company is
organized under the laws of a particular
country; or, whether the company derives a
significant proportion (at least 50%) of
its revenues or profits from goods produced
or sold, investments made, or services
performed in the country or has at least
50% of its assets situated in that country.
Each of these Funds will invest at least
65% of its total assets in companies
located (as defined above) in the
respective regions indicated.
4 Investing with T. Rowe Price
Meeting Requirements for New Accounts
Tax Identification Number
We must have your correct social security
or corporate tax identification number and
a signed New Account Form or W-9 Form.
Otherwise, federal law requires the fund to
withhold a percentage (currently 31%)
of your dividends, capital gain
distributions, and redemptions, and may
_________________________ subject you to an IRS fine. You will also
Always verify your be prohibited from opening another account
transactions by carefully by exchange. If this information is not
reviewing the received within 60 days after your account
confirmation we send you. is established, your account may be
Please report any redeemed, priced at the NAV on the date of
discrepancies to Investor redemption.
Services.
PAGE 51
Unless you request otherwise, one
shareholder report will be mailed to
multiple account owners with the same tax
identification number and same zip code and
to those shareholders who have requested
that their account be combined with someone
else's for financial reporting.
Opening a New Account: $2,500 minimum
initial investment; $1,000 for retirement
or gifts or transfers to minors (UGMA/UTMA)
accounts.
_________________________ Account Registration
Regular Mail If you own other T. Rowe Price funds, be
T. Rowe Price sure to register any new account just like
Account Services your existing accounts so you can exchange
P.O. Box 17300 among them easily. (The name and account
Baltimore, MD type would have to be identical.)
21298-9353
By Mail
Mailgram, Express, Please make your check payable to T. Rowe
Registered, or Certified Price funds (otherwise it may be returned)
Mail and send it together with the New Account
T. Rowe Price Form to the address at left.
Account Services
10090 Red Run Blvd. By Wire
Owings Mills, MD o Call Investor Services for an account
21117 number and use the wire address below.
o Complete a New Account Form and mail it
to one of the appropriate addresses listed
at left. Note: Retirement plans cannot be
opened by wire.
o Give the following wire address to your
bank: Morgan Guaranty Trust Co. of New
York, ABA# 021000238, T. Rowe Price [fund
name], AC-00153938. Provide fund name,
account name(s), and account number.
By Exchange
Call Investor Services. The new account
will have the same registration as the
account from which you are exchanging.
Services for the new account may be carried
over by telephone request if preauthorized
on the existing account. (See explanation
of "Excessive Trading" under "Transaction
Procedures.")
PAGE 52
_________________________ In Person
Drop-off locations Drop off your New Account Form at any of
101 East Lombard St. the locations listed at left and obtain a
Baltimore, MD receipt.
Note: The fund and its agents have the
T. Rowe Price right to waive or lower investment
Financial Center minimums, to accept initial purchases by
10090 Red Run Blvd. telephone or mailgram, to cancel or reject
Owings Mills, MD any purchase or exchange if the written
confirmation has not been received by the
Farragut Square shareholder, or to otherwise modify the
900 17th Street, N.W. conditions of purchase or any services at
Washington, D.C. any time.
ARCO Tower Purchasing Additional Shares: $100 minimum
31st Floor purchase; $50 minimum for retirement plans
515 S. Flower St. and Automatic Asset Builder; $5,000 minimum
Los Angeles, CA for telephone purchases
By ACH Transfer
Use Tele*Access(registered trademark),
PC*Access(registered trademark) or call
Investor Services if you have established
electronic transfers using the ACH network.
By Wire
Call Investor Services or use the wire
address in "Opening a New Account."
______________________ By Mail
Regular Mail o Provide your account number and the fund
T. Rowe Price funds name on your check.
Account Services o Mail the check to us at the address shown
P. O. Box 89000 at left with a stub from a statement
Baltimore, MD confirming a prior transaction or a note
21289-1500 stating that you want to purchase shares in
that fund (provide account number).
By Automatic Asset Builder
Fill out the Automatic Asset Builder
section on the New Account or Shareholder
Services Form ($50 minimum).
By Phone
Call Investor Services to lock in that
day's closing price; payment is due within
PAGE 53
five days ($5,000 minimum).
Exchanging and Redeeming Shares
_________________________ By Phone
Regular Mail Call Investor Services. If you find our
Non-Retirement phones busy during unusually volatile
and IRA Accounts: markets, please consider placing your order
T. Rowe Price by Tele*Access or PC*Access (if you have
Account Services previously authorized telephone services),
P.O. Box 89000 or by express mail or mailgram. For
Baltimore, MD exchange policies, please see "Transaction
21289-0220 Procedures and Special Requirements -
Excessive Trading."
Employer-Sponsored
Retirement Accounts: Redemption proceeds can be mailed to your
T. Rowe Price account address, sent by ACH transfer, or
Trust Company wired to your bank. For charges, see
P.O. Box 89000 "Electronic Transfers - By Wire" on the
Baltimore, MD next page.
21289-0300
By Mail
Mailgram, Express, Provide account name(s) and numbers, fund
Registered, or Certified name(s), and exchange or redemption amount.
Mail (See page __.) For exchanges, mail to the appropriate
address at left, indicate the fund you are
exchanging from and the fund(s) you are
exchanging into. T. Rowe Price requires the
signatures of all owners exactly as
registered, and possibly a signature
guarantee (see "Transaction Procedures and
Special Requirements--Signature
Guarantees").
Note: Redemptions from retirement accounts,
including IRAs, must be in writing. Please
call Investor Services to obtain an IRA
Distribution Request Form. For
employer-sponsored retirement accounts,
call Investor Services or your plan
administrator for instructions.
Shareholder Services
_________________________ Many services are available to you as a T.
Investor Services Rowe Price shareholder; some you receive
1-800-638-5660 automatically and others you must authorize
PAGE 54
1-410-625-6500 on the New Account Form. By signing up for
services on the New Account Form rather
than later on, you avoid having to complete
a separate form and obtain a signature
guarantee. This section reviews some of the
principal services currently offered. Our
Services Guide contains detailed
descriptions of these and other services.
If you are a new T. Rowe Price investor,
you will receive a Services Guide with our
Welcome Kit.
Retirement Plans
We offer a wide range of plans for
individuals and institutions, including
large and small businesses: IRAs, SEP-IRAs,
Keoghs (profit sharing, money purchase
pension), 401(k), and 403(b)(7). For
information on IRAs, call Investor
Services. For information on all other
retirement plans, please call our Trust
Company at 1-800-492-7670.
Exchange Service
You can move money from one account to an
existing identically registered account, or
open a new identically registered account.
Remember, exchanges are purchases and sales
for tax purposes. (Exchanges into a state
tax-free fund are limited to investors
living in states where the funds are
registered.) Some of the T. Rowe Price
funds may impose a redemption fee of
.50%-2%, payable to such funds, on shares
held for less than one year, or in some
funds, six months.
Automated Services
Tele*Access. 24-hour service via toll-free
number provides information such as yields,
prices, dividends, account balances, and
your latest transaction, as well as the
ability to request prospectuses, account
forms, duplicate statements and initiate
purchase, redemption and exchange orders in
your accounts (see "Electronic Transfers"
below).
PAGE 55
PC*Access. 24-hour service via dial-up
modem provides the same information as
Tele*Access, but on a personal computer.
Please call Investor Services for an
information guide.
Telephone and Walk-In Services
Buy, sell, or exchange shares by calling
one of our service representatives or by
visiting one of our four investor center
locations.
Electronic Transfers
By ACH. With no charges to pay, you can
initiate a purchase or redemption for as
little as $1,000 or as much as $100,000
between your bank account and fund account
using the ACH network. Enter instructions
via Tele*Access, PC*Access or call Investor
Services.
By Wire. Electronic transfers can also be
conducted via bank wire. There is currently
a $5 fee for wire redemptions under $5,000,
and your bank may charge for wire transfers
regardless of size.
Automatic Investing ($50 minimum)
You can invest automatically in several
different ways, including:
o Automatic Asset Builder. You instruct us
to move $50 or more once a month or less
often from your bank account, or you can
instruct your employer to send all or a
portion of your paycheck, to the fund or
funds you designate.
o Automatic Exchange. Enables you to set up
systematic investments from one fund
account into another, such as from a money
fund into a stock fund.
Discount Brokerage
You can trade stocks, bonds, options,
precious metals and other securities at a
PAGE 56
substantial savings over regular commission
rates. Call Investor Services for
information.
Note: If you buy or sell T. Rowe Price
funds through anyone other than T. Rowe
Price, such as broker-dealers or banks, you
may be charged transaction or service fees
by those institutions. No such fees are
charged by T. Rowe Price Investment
Services or the fund for transactions
conducted directly with the fund.
PAGE 57
Prospectus
To Open an Account
Investor Services International
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PAGE 6
STATEMENT OF ADDITIONAL INFORMATION
T. Rowe Price International Funds, Inc. (the "Corporation")
International Stock Fund
International Discovery Fund
European Stock Fund
Japan Fund
New Asia Fund
Latin America Fund
(the "Funds")
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Funds' prospectus dated May 1, 1994, which may
be obtained from T. Rowe Price Investment Services, Inc., 100 East Pratt
Street, Baltimore, Maryland 21202.
The date of this Statement of Additional Information is May 1, 1994.
PAGE 7
TABLE OF CONTENTS
Page Page
Call and Put Options . . . . . . . Investment Objectives and
Capital Stock. . . . . . . . . . . Policies . . . . . . . . . . . . . .
Custodian. . . . . . . . . . . . . Investment Performance. . . . . . . .
Dealer Options . . . . . . . . . . Investment Programs . . . . . . . . .
Distributor for Funds. . . . . . . (pages __-__ in Prospectus)
Dividends. . . . . . . . . . . . . Investment Restrictions . . . . . . .
Federal and State Registration Legal Counsel . . . . . . . . . . .
of Shares . . . . . . . . . . . . Lending of Portfolio Securities . . .
Foreign Currency Transactions. . . Management of Funds . . . . . . . . .
Foreign Futures and Options. . . . Net Asset Value Per Share . . . . . .
Futures Contracts. . . . . . . . . Portfolio Transactions. . . . . . . .
Hybrid Instruments . . . . . . . . Pricing of Securities . . . . . . . .
Illiquid Securities. . . . . . . . Principal Holders of Securities . . .
Independent Accountants. . . . . . Repurchase Agreements . . . . . . . .
Investment Management Services . . Risk Factors of Foreign Investing . .
(pages __ and __ in Prospectus) Tax Status. . . . . . . . . . . . .
Investment Objectives. . . . . . (pages __ and __ in Prospectus)
(page __ in Prospectus) Taxation of Foreign Shareholders. .
INVESTMENT OBJECTIVES AND POLICIES
The following information supplements the discussion of each Fund's
investment objectives and policies discussed on pages __, and __ through __ of
the prospectus. Unless otherwise specified, the investment program and
restrictions of each Fund are not fundamental policies. The operating
policies of each Fund are subject to change by its Board of Directors without
shareholder approval. However, shareholders will be notified of a material
change in an operating policy. The fundamental policies of each Fund may not
be changed without the approval of at least a majority of the outstanding
shares of each Fund or, if it is less, 67% of the shares represented at a
meeting of shareholders at which the holders of 50% or more of the shares are
represented.
INVESTMENT OBJECTIVES
International Stock Fund
The Fund's investment objective is to seek a total return on its
assets from long-term growth of capital and income, principally through
investments in common stocks of established, non-U.S. companies. Investments
may be made solely for capital appreciation or solely for income or any
combination of both for the purpose of achieving a higher overall return.
International Discovery Fund
The Fund's investment objective is to seek long-term growth of
capital through investment primarily in the common stocks of rapidly growing,
small- and medium-sized companies based outside the United States.
PAGE 8
European Stock Fund
The Fund's investment objective is to seek long-term capital
appreciation by investing primarily in common stocks issued by both large- and
small-capitalization companies domiciled in Europe. Current income is a
secondary objective.
Japan Fund
The Fund's investment objective is to seek long-term growth of
capital by investing in stocks of large- and small-capitalization companies
domiciled, or with primary operations, in Japan.
New Asia Fund
The Fund's investment objective is to seek long-term growth of
capital by investing in both large- and small-capitalization companies
domiciled, or with primary operations, in Asia, excluding Japan. The Fund may
also invest in the common stocks of companies in the Pacific Basin, including
Australia and New Zealand.
Latin America Fund
The Fund's investment objective is to seek long-term growth of
capital by investing in companies domiciled, or with primary operations, in
Latin America.
All Funds
The Funds' investment manager, Rowe Price-Fleming International,
Inc. ("Price-Fleming"), one of America's largest managers of no-load
international mutual fund assets, regularly analyzes a broad range of
international equity and fixed income markets in order to assess the degree of
risk and level of return that can be expected from each market. Based upon
its current assessment, Price-Fleming believes long-term growth of capital may
be achieved by investing in marketable securities of non-United States
companies which have the potential for growth of capital. Of course, there
can be no assurance that Price-Fleming's forecasts of expected return will be
reflected in the actual returns achieved by the Funds.
Each Fund's share price will fluctuate with market, economic and
foreign exchange conditions, and your investment may be worth more or less
when redeemed than when purchased. The Funds should not be relied upon as a
complete investment program, nor used to play short-term swings in the stock
or foreign exchange markets. The Funds are subject to risks unique to
international investing. See discussion under "Risk Factors of Foreign
Investing" beginning on page __. Further, there is no assurance that the
favorable trends discussed below will continue, and the Funds cannot guarantee
they will achieve their objectives.
INVESTMENT PROGRAMS
International Stock Fund
It is the present intention of Price-Fleming to invest in companies
PAGE 9
based in (or governments of or within) the Far East (for example, Japan, Hong
Kong, Singapore, and Malaysia), Western Europe (for example, United Kingdom,
Germany, Netherlands, France, Spain, and Switzerland), South Africa,
Australia, Canada, Latin America, and such other areas and countries as Price-
Fleming may determine from time to time.
In determining the appropriate distribution of investments among
various countries and geographic regions, Price-Fleming ordinarily considers
the following factors: prospects for relative economic growth between foreign
countries; expected levels of inflation; government policies influencing
business conditions; the outlook for currency relationships; and the range of
individual investment opportunities available to international investors.
In analyzing companies for investment, Price-Fleming ordinarily
looks for one or more of the following characteristics: an above-average
earnings growth per share; high return on invested capital; healthy balance
sheet; sound financial and accounting policies and overall financial strength;
strong competitive advantages; effective research and product development and
marketing; efficient service; pricing flexibility; strength of management; and
general operating characteristics which will enable the companies to compete
successfully in their market place. While current dividend income is not a
prerequisite in the selection of portfolio companies, the companies in which
the Fund invests normally will have a record of paying dividends, and will
generally be expected to increase the amounts of such dividends in future
years as earnings increase.
It is expected that the Fund's investments will ordinarily be
traded on exchanges located at least in the respective countries in which the
various issuers of such securities are principally based.
Today, more investment opportunities may exist abroad than in the
U.S. In 1970, two-thirds of the world's equity capitalization (the total
market value of the world's equity securities traded on stock exchanges) was
attributable to U.S. securities. Now practically the opposite is true. And
over the last ten years, the EAFE Index, a widely accepted index of European,
Australian and Far Eastern equity securities, has outperformed the Standard &
Poor's 500 Index. Although the EAFE Index may not be representative of the
Fund's portfolio, Price-Fleming believes it may be a useful indicator of the
opportunities in foreign equity investing.
International Discovery Fund
It is the present intention of Price-Fleming to invest primarily in
smaller (i.e. small to medium size) companies based in developed and selected
emerging countries located in the Pacific Basin, Western Europe, Latin America
and such other areas and countries as Price-Fleming may determine from time to
time. Price-Fleming believes that such smaller companies may have the
potential for greater, more dynamic growth than larger firms, which may have
reached a period of maturity and more gradual growth. It is generally easier
for a company to grow from a smaller base. In addition, smaller companies are
often more flexible and responsive to customers, and to changes in competitive
conditions. Medium size companies also display such characteristics to a
certain extent. However, there are also special risks associated with
investing in smaller companies.
In selecting portfolio investments, Price-Fleming will consider: a
PAGE 10
company's growth prospects, including the potential for superior appreciation
due to growth in earnings, relative valuation of its securities, and any risk
associated with investment; the industry in which the company operates, with a
view to identification of global developments within industries, international
investment trends, and social, economic or political movements affecting a
particular industry; the country in which the company is based, as well as
historical and anticipated foreign currency exchange rate fluctuations; and
the feasibility of gaining access to the securities market in a country and of
implementing the necessary custodial arrangements. The investment program of
the Fund has been developed in the belief that research-based investment in a
diversified portfolio of equity securities of companies in a number of foreign
countries will give shareholders a chance to participate on a global basis in
the opportunities available in the growing foreign securities markets.
The countries in which the Fund will seek investments include those
listed below. The Fund may not invest in all the countries listed, and it may
invest in other countries as well, when such investments are consistent with
the Fund's investment objective and policies. Countries designated with a
number sign (#) are emerging, or less developed, countries which for purposes
of this prospectus are defined as countries with a low or middle-income
economy as determined by the World Bank.
Pacific Basin Western Europe Other
Australia Austria Argentina#
Hong Kong Belgium Brazil#
Korea+ Denmark Canada
Japan Finland Chile#+
Malaysia# France Hungary#
Philippines# Germany India#+
New Zealand Greece# Mexico#
Singapore# Ireland Turkey#
Taiwan#+ Italy Colombia#+
Thailand# Luxembourg Venezuela#
Indonesia# Netherlands
Norway
Portugal
Spain
Sweden
Switzerland
United Kingdom
______________________________________________________________________________
+ Indicates countries in which the Fund effectively may invest only
or primarily through investment funds subject to the provisions of
the Investment Company Act of 1940 relating to the purchase of
securities of investment companies. See "Investment Restrictions
Operating Policy No. 3."
The Fund also will seek to invest in leading companies in other
emerging countries as their securities markets and banking systems develop,
including People's Republic of China, Czechoslovakia, Israel, Jordan, Morocco,
Nigeria, Pakistan, Poland, Peru and Vietnam, at such time as investment in
these countries becomes feasible. It may not be feasible for the Fund
currently to invest in all of these countries due to restricted access to
their securities markets or inability to implement satisfactory custodial
arrangements.
PAGE 11
Under exceptional economic or market conditions abroad, the Fund
may temporarily invest all or a major portion of its assets in United States
government obligations or debt obligations of companies incorporated in or
having their principal activities in the United States.
European Stock Fund
Market deregulation, privatization, and lowered barriers to foreign
investment have led to greater investment opportunities in Western Europe and
the potential for greater investment in Eastern Europe. Economic and
political reforms in Eastern Europe may increase the investment and growth
possibilities for all of Europe. European markets for investment include:
Primary Secondary Developing
France Austria Czechoslovakia
Germany Belgium Greece
Holland Denmark Hungary
Italy Finland Poland
Spain Ireland Turkey
Sweden Luxembourg
Switzerland Norway
United Kingdom Portugal
______________________________________________________________________________
Other Eastern European markets may become available at any time.
Western Europe now represents more than 20% of the world's stock
market value. Moreover, Price-Fleming believes a number of European stock
markets are undervalued in relation to the size and potential growth of their
economies.
Diversifying among foreign economies and currencies also can help
to reduce investment risk compared to investing in a single country. The Fund
intends to invest in companies based in any Western or Eastern European
country, as well as Russia and the countries of the former Soviet Union. The
Fund will normally have at least 65% of its assets in European equity
securities and be invested in a minimum of five different countries.
In seeking its objectives, the Fund will invest primarily in
established European companies participating in markets and sectors which have
superior long-term growth potential. Individual stocks will be evaluated on
various criteria, including earnings history and prospects, book value, degree
of price leverage, and price/earnings ratio. Both large and small
capitalization companies will be candidates for the portfolio.
In determining the domicile or nationality of a company, the Fund
would primarily consider the following factors: whether the company is
organized under the laws of a particular country; or, whether the company
derives a significant proportion (at least 50%) of its revenues or profits
from goods produced or sold, investments made, or services performed in the
country or has at least 50% of its assets situated in that country.
The Fund will invest primarily in equity securities which include
common and preferred stocks, warrants or other similar rights, and convertible
securities. The Fund may also invest up to 35% of its total assets in any
PAGE 12
other type of security including, but not limited to, bonds, notes, and other
debt securities of foreign issuers.
Japan Fund
The Japan Fund invests primarily in common stocks of Japanese
companies participating in markets and sectors which are believed to have
attractive long-term growth potential. These may include the export sector,
where many Japanese companies are world leaders in their industries. They may
also include the consumer sector -- the fastest-growing segment of Japan's
economy -- where companies are working to meet growing domestic demand for
consumer goods and services.
The Fund has the flexibility to invest in both large and small
companies, as deemed appropriate by Price-Fleming. This allows the Fund to
benefit from the proven growth potential of established companies, as well as
the enhanced growth potential of smaller companies. In making specific stock
selections, Price-Fleming takes into account, among other factors, a company's
size, financial condition, marketing and technical strengths, and competitive
position within its industry. Because Japan represents approximately one-
third of the world's market capitalization, the Fund's portfolio will normally
be broadly diversified across industries and companies. Such broad
diversification should help reduce volatility.
The Fund will ordinarily invest at least 80% of its assets in
Japanese securities. These will include securities issued by companies
domiciled in Japan or companies that have at least half their assets in Japan,
or derive at least half their revenues from Japan. Securities will be
primarily common stocks. Other equity securities may include preferred stock,
warrants and convertible debentures. The Fund may also invest in government
and corporate debt securities, when Price-Fleming believes that the potential
for capital appreciation in debt securities equals or exceeds that available
in equity securities. For temporary defensive purposes, the Fund may invest
up to 25% (measured at the time of purchase) of its total assets in high-grade
Japanese debt securities.
New Asia Fund
Price-Fleming believes the rapidly growing economies in Asia and
the Pacific Basin, including Australia and New Zealand, offer attractive
opportunities for investment.
In contrast to Japan's more developed economy, the newly
industrialized nations of this region are in an earlier, more dynamic growth
stage of their development. Price-Fleming believes that the continued growth
opportunities exist due to structural changes taking place throughout the
region.
o The relaxation of trade barriers and the freer movement of
capital are increasing the flow of commerce within the region
and fostering economic independence. At the same time,
growing trade with Japan, the United States and Europe is
fueling rapid economic development.
o Rising labor costs in more developed countries are making the
large, lower-cost work force of Asia and the Pacific Basin
PAGE 13
increasingly attractive, resulting in the dramatic growth of
manufacturing industries.
o As capital investment increases, many of the Asian and Pacific
Basin countries are developing more efficient capital markets,
for investment.
The Fund may invest in the countries listed below, as well as other
Asian and Pacific Basin countries and regions, such as China, Sri Lanka,
Pakistan and Indochina, as their markets become more accessible.
Australia Philippines#
Hong Kong Singapore#
India+# South Korea
Indonesia# Taiwan+#
Malaysia# Thailand#
New Zealand
______________________________________________________________________________
+ Indicates countries in which the Fund effectively may invest only
or primarily through investment funds subject to the provisions of
the Investment Company Act of 1940 relating to the purchase of
securities of investment companies. See "Investment Restrictions
Operating Policy No. 3."
# Countries designated with a number sign (#) are emerging or less
developed countries.
Other Asian and Pacific Basin markets may become available at any
time.
The investment approach will primarily focus on identifying
companies with attractive long-term growth potential. The Fund will normally
have at least 65% of its assets in the equity securities of Asian companies,
excluding Japan, and may also invest in companies in the Pacific Basin,
including Australia and New Zealand. To help reduce investment risk, the Fund
will diversify its investments among a minimum of five different countries.
The Fund may also invest in any other type of security including, but not
limited to, bonds, notes and other debt securities of foreign issuers.
In determining the domicile or nationality of a company, the Fund
would primarily consider the following factors: whether the company is
organized under the laws of a particular country; or, whether the company
derives a significant proportion (at least 50%) of its revenues or profits
from goods produced or sold, investments made, or services performed in the
country or has at least 50% of its assets situated in that country.
In 1992, Asian and Pacific Basin countries, excluding Japan,
represented over $730 billion of the world's market capitalization which was
approximately one-fourth the size of the Japanese market and one-fifth the
size of the U.S. market. Real Gross Domestic Product (GDP) growth for
secondary and emerging Asian and Pacific countries was equal to that of Japan
and seven times that of the U.S.
A number of Asian and Pacific Basin countries are becoming
increasingly important manufacturing centers. For example, Korea is now one
of the world's largest producers of semiconductors, Hong Kong boasts one of
PAGE 14
the world's busiest apparel industries, and Thailand has tripled its export
rate in the 1980s.
Latin America Fund
Price-Fleming believes that the economic revitalization of the
Latin American region will provide attractive investment opportunities.
After the "lost years" of the 1970's and early 80's when economic
stagnation and hyperinflation became commonplace, the governments of the
region have embarked on a process of transformation:
o rolling back the dominance of the state in favor of the
private sector, encouraging privatizations of state owned
companies, removing price controls and controlling public
expenditure; and
o lowering tariff barriers, promoting trade and encouraging both
free trade blocks and investment by foreigners.
As economies have been stabilized, capital flows into the country
have picked up leading to increased investment and a revival of growth.
Although countries such as Chile, Mexico and Argentina have made considerable
progress, this economic catch-up is still at an early stage, while in
countries such as Brazil and Peru the process is just beginning.
The Fund may invest in the countries listed below, together with
other countries in the region as their markets become accessible. The Latin
America region includes Mexico, Central America, South America and the islands
of the Caribbean.
Argentina# Mexico#
Brazil# Peru#
Chile+# Venezuela#
Colombia+#
______________________________________________________________________________
+ Indicates countries in which the Fund effectively may invest only
or primarily through investment funds subject to the provisions of
the Investment Company Act of 1940 relating to the purchase of
securities of investment companies. See "Investment Restrictions
Operating Policy No. 3."
# Countries designated with a number sign (#) are emerging or less
developed countries.
The investment approach is to focus on companies that have long
term growth potential and including sectors such as telecommunications,
retailers, energy and beverages. The fund will normally have at least 65% of
its assets in the equity securities of Latin American companies, and to help
diversify its investments, the Fund will normally invest among a minimum of
four different countries. The Fund may also invest in any other type of
security including but not limited to bonds, notes and other debt securities
of foreign issuers.
PAGE 15
European, New Asia and Latin America Funds
In determining the domicile or nationality of a company, the Fund
would primarily consider the following factors: whether the company is
organized under the laws of a particular country; or, whether the company
derives a significant proportion (at least 50%) of its revenues or profits
from goods produced or sold, investments made, or services performed in the
country or has at least 50% of its assets situated in that country.
Risk Factors of Foreign Investing
There are special risks in investing in the Funds. Certain of
these risks are inherent in any international mutual fund while others relate
more to the countries in which the Funds will invest. Many of the risks are
more pronounced for investments in developing or emerging countries, such as
many of the countries of Southeast Asia, Latin America, Eastern Europe and the
Middle East. Although there is no universally accepted definition, a
developing country is generally considered to be a country which is in the
initial stages of its industrialization cycle with a per capita gross national
product of less than $8,000.
General. Investors should understand that all investments have a
risk factor. There can be no guarantee against loss resulting from an
investment in the Funds, and there can be no assurance that the Funds'
investment policies will be successful, or that its investment objectives will
be attained. The Funds are designed for individual and institutional
investors seeking to diversify beyond the United States in actively researched
and managed portfolios, and are intended for long-term investors who can
accept the risks entailed in investment in foreign securities.
Political and Economic Factors. Individual foreign economies of
certain countries may differ favorably or unfavorably from the United States'
economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. The internal politics of certain foreign countries are not
as stable as in the United States. For example, in 1991, the existing
government in Thailand was overthrown in a military coup. In 1992, there were
two military coup attempts in Venezuela and in 1992 the President of Brazil
was impeached. In addition, significant external political risks currently
affect some foreign countries. Both Taiwan and China still claim sovereignty
of one another and there is a demilitarized border between North and South
Korea.
Governments in certain foreign countries continue to participate to
a significant degree, through ownership interest or regulation, in their
respective economies. Action by these governments could have a significant
effect on market prices of securities and payment of dividends. The economies
of many foreign countries are heavily dependent upon international trade and
are accordingly affected by protective trade barriers and economic conditions
of their trading partners. The enactment by these trading partners of
protectionist trade legislation could have a significant adverse effect upon
the securities markets of such countries.
Currency Fluctuations. The Funds will invest in securities
denominated in the currencies specified elsewhere herein. Accordingly, a
change in the value of any such currency against the U.S. dollar will result
PAGE 16
in a corresponding change in the U.S. dollar value of the Funds' assets
denominated in that currency. Such changes will also affect the Funds'
income. Generally, when a given currency appreciates against the dollar (the
dollar weakens) the value of the Fund's securities denominated in that
currency will rise. When a given currency depreciates against the dollar (the
dollar strengthens) the value of the Funds' securities denominated in that
currency would be expected to decline.
Investment and Repatriation of Restrictions. Foreign investment in
the securities markets of certain foreign countries is restricted or
controlled in varying degrees. These restrictions may limit at times and
preclude investment in certain of such countries and may increase the cost and
expenses of the Funds. Investments by foreign investors are subject to a
variety of restrictions in many developing countries. These restrictions may
take the form of prior governmental approval, limits on the amount or type of
securities held by foreigners, and limits on the types of companies in which
foreigners may invest. Additional or different restrictions may be imposed at
any time by these or other countries in which the Funds invest. In addition,
the repatriation of both investment income and capital from several foreign
countries is restricted and controlled under certain regulations, including in
some cases the need for certain government consents. For example, capital
invested in Chile normally cannot be repatriated for one year.
Market Characteristics. It is contemplated that most foreign
securities, other than Latin American securities, will be purchased in
over-the-counter markets or on stock exchanges located in the countries in
which the respective principal offices of the issuers of the various
securities are located, if that is the best available market. Currently, it
is anticipated that many Latin American investments will be made through ADRs
traded in the United States. Foreign stock markets are generally not as
developed or efficient as, and may be more volatile than, those in the United
States. While growing in volume, they usually have substantially less volume
than U.S. markets and the Funds' portfolio securities may be less liquid and
subject to more rapid and erratic price movements than securities of
comparable U.S. companies. Equity securities may trade at price/earnings
multiples higher than comparable United States securities and such levels may
not be sustainable. Fixed commissions on foreign stock exchanges are
generally higher than negotiated commissions on United States exchanges,
although the Funds will endeavor to achieve the most favorable net results on
their portfolio transactions. There is generally less government supervision
and regulation of foreign stock exchanges, brokers and listed companies than
in the United States. Moreover, settlement practices for transactions in
foreign markets may differ from those in United States markets. Such
differences may include delays beyond periods customary in the United States
and practices, such as delivery of securities prior to receipt of payment,
which increase the likelihood of a "failed settlement." Failed settlements
can result in losses to a Fund.
Investment Funds. The Funds may invest in investment funds which
have been authorized by the governments of certain countries specifically to
permit foreign investment in securities of companies listed and traded on the
stock exchanges in these respective countries. The Funds' investment in these
funds is subject to the provisions of the 1940 Act discussed on pages __ and
__. If the Funds invest in such investment funds, the Funds' shareholders
will bear not only their proportionate share of the expenses of the Funds
(including operating expenses and the fees of the investment manager), but
PAGE 17
also will bear indirectly similar expenses of the underlying investment funds.
In addition, the securities of these investment funds may trade at a premium
over their net asset value.
Information and Supervision. There is generally less publicly
available information about foreign companies comparable to reports and
ratings that are published about companies in the United States. Foreign
companies are also generally not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to United States companies. It also may be more difficult to keep
currently informed of corporate actions which affect the prices of portfolio
securities.
Taxes. The dividends and interest payable on certain of the Funds'
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the net amount of income available for distribution to the Funds'
shareholders. A shareholder otherwise subject to United States federal income
taxes may, subject to certain limitations, be entitled to claim a credit or
deduction for U.S. federal income tax purposes for his or her proportionate
share of such foreign taxes paid by the Funds. (See "Tax Status," page __.)
Costs. Investors should understand that the expense ratios of the
Funds can be expected to be higher than investment companies investing in
domestic securities since the cost of maintaining the custody of foreign
securities and the rate of advisory fees paid by the Funds are higher.
Small Companies. Small companies may have less experienced
management and fewer management resources than larger firms. A smaller
company may have greater difficulty obtaining access to capital markets, and
may pay more for the capital it obtains. In addition, smaller companies are
more likely to be involved in fewer market segments, making them more
vulnerable to any downturn in a given segment. Some of these factors may also
apply, to a lesser extent, to medium size companies. Some of the smaller
companies in which the Funds will invest may be in major foreign markets;
others may be leading companies in emerging countries outside the major
foreign markets. Securities analysts generally do not follow such securities,
which are seldom held outside of their respective countries and which may have
prospects for long-term investment returns superior to the securities of well-
established and well-known companies. Direct investment in such securities
may be difficult for United States investors because, among other things,
information relating to such securities is often not readily available. Of
course, there are also risks associated with such investments, and there is no
assurance that such prospects will be realized.
Other. With respect to certain foreign countries, especially
developing and emerging ones, there is the possibility of adverse changes in
investment or exchange control regulations, expropriation or confiscatory
taxation, limitations on the removal of funds or other assets of the Funds,
political or social instability, or diplomatic developments which could affect
investments by U.S. persons in those countries.
International Stock, International Discovery and European Stock Funds
Eastern Europe and Russia. Changes occurring in Eastern Europe and
Russia today could have long-term potential consequences. As restrictions
fall, this could result in rising standards of living, lower manufacturing
PAGE 18
costs, growing consumer spending, and substantial economic growth. However,
investment in the countries of Eastern Europe and Russia is highly speculative
at this time. Political and economic reforms are too recent to establish a
definite trend away from centrally-planned economies and state owned
industries. In many of the countries of Eastern Europe and Russia, there is
no stock exchange or formal market for securities. Such countries may also
have government exchange controls, currencies with no recognizable market
value relative to the established currencies of western market economies,
little or no experience in trading in securities, no financial reporting
standards, a lack of a banking and securities infrastructure to handle such
trading, and a legal tradition which does not recognize rights in private
property. In addition, these countries may have national policies which
restrict investments in companies deemed sensitive to the country's national
interest. Further, the governments in such countries may require governmental
or quasi-governmental authorities to act as custodian of a Fund's assets
invested in such countries and these authorities may not qualify as a foreign
custodian under the Investment Company Act of 1940 and exemptive relief from
such Act may be required. All of these considerations are among the factors
which could cause significant risks and uncertainties to investment in Eastern
Europe and Russia. Each Fund will only invest in a company located in, or a
government of, Eastern Europe and Russia, if it believes the potential return
justifies the risk. To the extent any securities issued by companies in
Eastern Europe and Russia are considered illiquid, each Fund will be required
to include such securities within its 10% restriction on investing in illiquid
securities.
Japan Fund
The Fund's concentration of its investments in Japan means the Fund
will be more dependent on the investment considerations discussed above and
may be more volatile than a fund which is broadly diversified geographically.
Additional factors relating to Japan include the following:
In the past, Japan has experienced earthquakes and tidal waves of
varying degrees of severity, and the risks of such phenomena, and damage
resulting therefrom, continue to exist. Japan also has one of the world's
highest population densities. Approximately 45% of the total population of
Japan is concentrated in the metropolitan areas of Tokyo, Osaka and Nagoya.
Since the end of World War II, Japan has experienced significant
economic development and among the free industrial nations of the world is
second only to the U.S. in terms of GNP. During the years of high economic
growth in the 1960's and early 1970's, the expansion was based on the
development of heavy industries such as steel and shipbuilding. In the 1970's
Japan moved into assembly industries which employ high levels of technology
and consume relatively low quantities of resources, and since then has become
a major producer of electrical and electronic products and automobiles. Since
the mid-1980's Japan has become a major creditor nation, with major trade
surpluses. With the exception of periods associated with the oil crises of
1974 and 1978, Japan has generally experienced very low levels of inflation.
There is, of course, no guarantee these favorable trends will continue.
The Government of Japan has called for a transformation of the
economy away from its high dependency on export-led growth towards greater
stimulation of the domestic economy. This shift has already begun to take
place.
PAGE 19
Japan's economy is a market economy in which industry and commerce
are predominantly privately owned and operated. However, the Government is
involved in establishing and meeting objectives for developing the economy and
improving the standard of living of the Japanese people.
Energy. Japan has historically depended on oil for most of its
energy requirements. Almost all of its oil is imported, the majority from the
Middle East. In the past, oil prices have had a major impact on the domestic
economy, but more recently Japan has worked to reduce its dependence on oil by
encouraging energy conservation and use of alternative fuels. In addition, a
restructuring of industry, with emphasis shifting from basic industries to
processing and assembly type industries, has contributed to the reduction of
oil consumption. However, there is no guarantee this favorable trend will
continue.
Foreign Trade. Overseas trade is important to Japan's economy.
Japan has few natural resources and must export to pay for its imports of
these basic requirements. Japan's principal export markets are the U.S.,
Canada, the United Kingdom, the Federal Republic of Germany, Australia, Korea,
Taiwan, Hong Kong and the People's Republic of China. The principal sources
of its imports are the U.S., South East Asia and the Middle East. Because of
the concentration of Japanese exports in highly visible products such as
automobiles, machine tools and semiconductors and the large trade surpluses
ensuing therefrom, Japan has had difficult relations with its trading
partners, particularly the U.S., where the trade imbalance is the greatest.
It is possible trade sanctions or other protectionist measures could impact
Japan adversely in both the short- and long-term.
Latin America Fund
The Fund's concentration of its investments in Latin America means
the Fund will be more dependent on the investment considerations described
above and can be expected to be more volatile than a fund which is more
broadly diversified geographically. Additional factors relating to Latin
America include the following:
Inflation. Most Latin American countries have experienced, at one
time or another, severe and persistent levels of inflation, including, in some
cases, hyperinflation. This has, in turn, led to high interest rates, extreme
measures by governments to keep inflation in check and a generally
debilitating effect on economic growth. Although inflation in many countries
has lessened, there is no guarantee it will remain at lower levels.
Political Instability. The political history of certain Latin
American countries has been characterized by political uncertainty,
intervention by the military in civilian and economic spheres, and political
corruption. Such developments, if they were to reoccur, could reverse
favorable trends toward market and economic reform, privatization and removal
of trade barriers and result in significant disruption in securities markets.
Foreign Currency. Certain Latin American countries may have
managed currencies which are maintained at artificial levels to the U.S.
dollar rather than at levels determined by the market. This type of system
can lead to sudden and large adjustments in the currency which, in turn, can
have a disruptive and negative effect on foreign investors. Certain Latin
PAGE 20
American countries also may restrict the free conversion of their currency
into foreign currencies, including the U.S. dollar. There is no significant
foreign exchange market for certain currencies and it would, as a result, be
difficult for the Fund to engage in foreign currency transactions designed to
protect the value of the Fund's interests in securities denominated in such
currencies.
Sovereign Debt. A number of Latin American countries are among the
largest debtors of developing countries. There have been moratoria on, and
reschedulings of, repayment with respect to these debts. Such events can
restrict the flexibility of these debtor nations in the international markets
and result in the imposition of onerous conditions on their economies.
In addition to the investments described in the Fund's prospectus,
the Fund may invest in the following:
Options
Writing Covered Call Options
The Fund may write (sell) American or European style "covered" call
options and purchase options to close out options previously written by a
Fund. In writing covered call options, the Fund expects to generate
additional premium income which should serve to enhance the Fund's total
return and reduce the effect of any price decline of the security or currency
involved in the option. Covered call options will generally be written on
securities or currencies which, in Price-Fleming's opinion, are not expected
to have any major price increases or moves in the near future but which, over
the long term, are deemed to be attractive investments for the Fund.
A call option gives the holder (buyer) the "right to purchase" a
security or currency at a specified price (the exercise price) at expiration
of the option (European style) or at any time until a certain date (the
expiration date) (American style). So long as the obligation of the writer of
a call option continues, he may be assigned an exercise notice by the broker-
dealer through whom such option was sold, requiring him to deliver the
underlying security or currency against payment of the exercise price. This
obligation terminates upon the expiration of the call option, or such earlier
time at which the writer effects a closing purchase transaction by
repurchasing an option identical to that previously sold. To secure his
obligation to deliver the underlying security or currency in the case of a
call option, a writer is required to deposit in escrow the underlying security
or currency or other assets in accordance with the rules of a clearing
corporation.
The Fund will write only covered call options. This means that the
Fund will own the security or currency subject to the option or an option to
purchase the same underlying security or currency, having an exercise price
equal to or less than the exercise price of the "covered" option, or will
establish and maintain with its custodian for the term of the option, an
account consisting of cash, U.S. government securities or other liquid high-
grade debt obligations having a value equal to the fluctuating market value of
the optioned securities or currencies.
Portfolio securities or currencies on which call options may be
written will be purchased solely on the basis of investment considerations
PAGE 21
consistent with the Fund's investment objective. The writing of covered call
options is a conservative investment technique believed to involve relatively
little risk (in contrast to the writing of naked or uncovered options, which
the Fund will not do), but capable of enhancing the Fund's total return. When
writing a covered call option, a Fund, in return for the premium, gives up the
opportunity for profit from a price increase in the underlying security or
currency above the exercise price, but conversely retains the risk of loss
should the price of the security or currency decline. Unlike one who owns
securities or currencies not subject to an option, the Fund has no control
over when it may be required to sell the underlying securities or currencies,
since it may be assigned an exercise notice at any time prior to the
expiration of its obligation as a writer. If a call option which the Fund has
written expires, the Fund will realize a gain in the amount of the premium;
however, such gain may be offset by a decline in the market value of the
underlying security or currency during the option period. If the call option
is exercised, the Fund will realize a gain or loss from the sale of the
underlying security or currency. The Fund does not consider a security or
currency covered by a call to be "pledged" as that term is used in the Fund's
policy which limits the pledging or mortgaging of its assets.
The premium received is the market value of an option. The premium
the Fund will receive from writing a call option will reflect, among other
things, the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security or currency, and the length of the
option period. Once the decision to write a call option has been made, Price-
Fleming, in determining whether a particular call option should be written on
a particular security or currency, will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary market will
exist for those options. The premium received by the Fund for writing covered
call options will be recorded as a liability of the Fund. This liability will
be adjusted daily to the option's current market value, which will be the
latest sale price at the time at which the net asset value per share of the
Fund is computed (close of the New York Stock Exchange), or, in the absence of
such sale, the latest asked price. The option will be terminated upon
expiration of the option, the purchase of an identical option in a closing
transaction, or delivery of the underlying security or currency upon the
exercise of the option.
Closing transactions will be effected in order to realize a profit
on an outstanding call option, to prevent an underlying security or currency
from being called, or, to permit the sale of the underlying security or
currency. Furthermore, effecting a closing transaction will permit the Fund
to write another call option on the underlying security or currency with
either a different exercise price or expiration date or both. If the Fund
desires to sell a particular security or currency from its portfolio on which
it has written a call option, or purchased a put option, it will seek to
effect a closing transaction prior to, or concurrently with, the sale of the
security or currency. There is, of course, no assurance that the Fund will be
able to effect such closing transactions at favorable prices. If the Fund
cannot enter into such a transaction, it may be required to hold a security or
currency that it might otherwise have sold. When the Fund writes a covered
call option, it runs the risk of not being able to participate in the
appreciation of the underlying securities or currencies above the exercise
price, as well as the risk of being required to hold on to securities or
currencies that are depreciating in value. This could result in higher
PAGE 22
transaction costs. The Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
Call options written by the Fund will normally have expiration
dates of less than nine months from the date written. The exercise price of
the options may be below, equal to, or above the current market values of the
underlying securities or currencies at the time the options are written. From
time to time, the Fund may purchase an underlying security or currency for
delivery in accordance with an exercise notice of a call option assigned to
it, rather than delivering such security or currency from its portfolio. In
such cases, additional costs may be incurred.
The Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market
price of a call option will generally reflect increases in the market price of
the underlying security or currency, any loss resulting from the repurchase of
a call option is likely to be offset in whole or in part by appreciation of
the underlying security or currency owned by the Fund.
In order to comply with the requirements of several states, the
Fund will not write a covered call option if, as a result, the aggregate
market value of all portfolio securities or currencies covering call or put
options exceeds 25% of the market value of the Fund's net assets. Should
these state laws change or should the Fund obtain a waiver of its application,
the Fund reserves the right to increase this percentage. In calculating the
25% limit, the Fund will offset, against the value of assets covering written
calls and puts, the value of purchased calls and puts on identical securities
or currencies with identical maturity dates.
Writing Covered Put Options
The Fund may write American or European style covered put options
and purchase options to close out options previously written by the Fund. A
put option gives the purchaser of the option the right to sell, and the writer
(seller) has the obligation to buy, the underlying security or currency at the
exercise price during the option period (American style) or at the expiration
of the option (European style). So long as the obligation of the writer
continues, he may be assigned an exercise notice by the broker-dealer through
whom such option was sold, requiring him to make payment of the exercise price
against delivery of the underlying security or currency. The operation of put
options in other respects, including their related risks and rewards, is
substantially identical to that of call options.
The Fund would write put options only on a covered basis, which
means that the Fund would maintain in a segregated account cash, U.S.
government securities or other liquid high-grade debt obligations in an amount
not less than the exercise price or the Fund will own an option to sell the
underlying security or currency subject to the option having an exercise price
equal to or greater than the exercise price of the "covered" option at all
times while the put option is outstanding. (The rules of a clearing
corporation currently require that such assets be deposited in escrow to
secure payment of the exercise price.) The Fund would generally write covered
put options in circumstances where Price-Fleming wishes to purchase the
PAGE 23
underlying security or currency for the Fund's portfolio at a price lower than
the current market price of the security or currency. In such event the Fund
would write a put option at an exercise price which, reduced by the premium
received on the option, reflects the lower price it is willing to pay. Since
the Fund would also receive interest on debt securities or currencies
maintained to cover the exercise price of the option, this technique could be
used to enhance current return during periods of market uncertainty. The risk
in such a transaction would be that the market price of the underlying
security or currency would decline below the exercise price less the premiums
received. Such a decline could be substantial and result in a significant
loss to the Fund. In addition, the Fund, because it does not own the specific
securities or currencies which it may be required to purchase in exercise of
the put, cannot benefit from appreciation, if any, with respect to such
specific securities or currencies. In order to comply with the requirements
of several states, the Fund will not write a covered put option if, as a
result, the aggregate market value of all portfolio securities or currencies
covering put or call options exceeds 25% of the market value of the Fund's net
assets. Should these state laws change or should the Fund obtain a waiver of
its application, the Fund reserves the right to increase this percentage. In
calculating the 25% limit, the Fund will offset, against the value of assets
covering written puts and calls, the value of purchased puts and calls on
identical securities or currencies with identical maturity dates.
Purchasing Put Options
The Fund may purchase American or European style put options. As
the holder of a put option, the Fund has the right to sell the underlying
security or currency at the exercise price at any time during the option
period (American style) or at the expiration of the option (European style).
The Fund may enter into closing sale transactions with respect to such
options, exercise them or permit them to expire. The Fund may purchase put
options for defensive purposes in order to protect against an anticipated
decline in the value of its securities or currencies. An example of such use
of put options is provided below.
The Fund may purchase a put option on an underlying security or
currency (a "protective put") owned by the Fund as a defensive technique in
order to protect against an anticipated decline in the value of the security
or currency. Such hedge protection is provided only during the life of the
put option when the Fund, as the holder of the put option, is able to sell the
underlying security or currency at the put exercise price regardless of any
decline in the underlying security's market price or currency's exchange
value. For example, a put option may be purchased in order to protect
unrealized appreciation of a security or currency where Price-Fleming deems it
desirable to continue to hold the security or currency because of tax
considerations. The premium paid for the put option and any transaction costs
would reduce any capital gain otherwise available for distribution when the
security or currency is eventually sold.
The Fund may also purchase put options at a time when the Fund does
not own the underlying security or currency. By purchasing put options on a
security or currency it does not own, the Fund seeks to benefit from a decline
in the market price of the underlying security or currency. If the put option
is not sold when it has remaining value, and if the market price of the
underlying security or currency remains equal to or greater than the exercise
price during the life of the put option, the Fund will lose its entire
PAGE 24
investment in the put option. In order for the purchase of a put option to be
profitable, the market price of the underlying security or currency must
decline sufficiently below the exercise price to cover the premium and
transaction costs, unless the put option is sold in a closing sale
transaction.
To the extent required by the laws of certain states, the Fund may
not be permitted to commit more than 5% of its assets to premiums when
purchasing put and call options. Should these state laws change or should the
Fund obtain a waiver of its application, the Fund may commit more than 5% of
its assets to premiums when purchasing call and put options. The premium paid
by the Fund when purchasing a put option will be recorded as an asset of the
Fund. This asset will be adjusted daily to the option's current market value,
which will be the latest sale price at the time at which the net asset value
per share of the Fund is computed (close of New York Stock Exchange), or, in
the absence of such sale, the latest bid price. This asset will be terminated
upon expiration of the option, the selling (writing) of an identical option in
a closing transaction, or the delivery of the underlying security or currency
upon the exercise of the option.
Purchasing Call Options
The Fund may purchase American or European style call options.
As the holder of a call option, the Fund has the right to purchase the
underlying security or currency at the exercise price at any time during the
option period (American style) or at the expiration of the option (European
style). The Fund may enter into closing sale transactions with respect to
such options, exercise them or permit them to expire. The Fund may purchase
call options for the purpose of increasing its current return or avoiding tax
consequences which could reduce its current return. The Fund may also
purchase call options in order to acquire the underlying securities or
currencies. Examples of such uses of call options are provided below.
Call options may be purchased by the Fund for the purpose of
acquiring the underlying securities or currencies for its portfolio. Utilized
in this fashion, the purchase of call options enables the Fund to acquire the
securities or currencies at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities or
currencies directly. This technique may also be useful to the Fund in
purchasing a large block of securities or currencies that would be more
difficult to acquire by direct market purchases. So long as it holds such a
call option rather than the underlying security or currency itself, the Fund
is partially protected from any unexpected decline in the market price of the
underlying security or currency and in such event could allow the call option
to expire, incurring a loss only to the extent of the premium paid for the
option.
To the extent required by the laws of certain states, the Fund may
not be permitted to commit more than 5% of its assets to premiums when
purchasing call and put options. Should these state laws change or should the
Fund obtain a waiver of its application, the Fund may commit more than 5% of
its assets to premiums when purchasing call and put options. The Fund may
also purchase call options on underlying securities or currencies it owns in
order to protect unrealized gains on call options previously written by it. A
call option would be purchased for this purpose where tax considerations make
PAGE 25
it inadvisable to realize such gains through a closing purchase transaction.
Call options may also be purchased at times to avoid realizing losses.
Dealer (Over-the-Counter) Options
The Fund may engage in transactions involving dealer options.
Certain risks are specific to dealer options. While the Fund would look to a
clearing corporation to exercise exchange-traded options, if the Fund were to
purchase a dealer option, it would rely on the dealer from whom it purchased
the option to perform if the option were exercised. Failure by the dealer to
do so would result in the loss of the premium paid by the Fund as well as loss
of the expected benefit of the transaction.
Exchange-traded options generally have a continuous liquid market
while dealer options have none. Consequently, the Fund will generally be able
to realize the value of a dealer option it has purchased only by exercising it
or reselling it to the dealer who issued it. Similarly, when the Fund writes
a dealer option, it generally will be able to close out the option prior to
its expiration only by entering into a closing purchase transaction with the
dealer to which the Fund originally wrote the option. While the Fund will
seek to enter into dealer options only with dealers who will agree to and
which are expected to be capable of entering into closing transactions with
the Fund, there can be no assurance that the Fund will be able to liquidate a
dealer option at a favorable price at any time prior to expiration. Until the
Fund, as a covered dealer call option writer, is able to effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) or currencies used as cover until the option expires or is exercised.
In the event of insolvency of the contra party, the Fund may be unable to
liquidate a dealer option. With respect to options written by the Fund, the
inability to enter into a closing transaction may result in material losses to
the Fund. For example, since the Fund must maintain a secured position with
respect to any call option on a security it writes, the Fund may not sell the
assets which it has segregated to secure the position while it is obligated
under the option. This requirement may impair a Fund's ability to sell
portfolio securities or currencies at a time when such sale might be
advantageous.
The Staff of the SEC has taken the position that purchased dealer
options and the assets used to secure the written dealer options are illiquid
securities. The Fund may treat the cover used for written OTC options as
liquid if the dealer agrees that the Fund may repurchase the OTC option it has
written for a maximum price to be calculated by a predetermined formula. In
such cases, the OTC option would be considered illiquid only to the extent the
maximum repurchase price under the formula exceeds the intrinsic value of the
option. Accordingly, the Fund will treat dealer options as subject to the
Fund's limitation on unmarketable securities. If the SEC changes its position
on the liquidity of dealer options, the Fund will change its treatment of such
instrument accordingly.
Futures Contracts
Transactions in Futures
The Fund may enter into futures contracts, including stock index,
interest rate and currency futures ("futures or futures contracts"). The New
Era Fund may also enter into futures on commodities related to the types of
PAGE 26
companies in which it invests, such as oil and gold futures. The Equity Index
Fund may only enter into stock index futures, such as the S&P 500 stock index,
to provide an efficient means of maintaining liquidity while being invested in
the market, to facilitate trading or to reduce transaction costs. It will not
use futures for hedging purposes.
Stock index futures contracts may be used to provide a hedge for a
portion of the Fund's portfolio, as a cash management tool, or as an efficient
way for Price-Fleming to implement either an increase or decrease in portfolio
market exposure in response to changing market conditions. The Fund may,
purchase or sell futures contracts with respect to any stock index.
Nevertheless, to hedge the Fund's portfolio successfully, the Fund must sell
futures contacts with respect to indices or subindices whose movements will
have a significant correlation with movements in the prices of the Fund's
portfolio securities.
Interest rate or currency futures contracts may be used as a hedge
against changes in prevailing levels of interest rates or currency exchange
rates in order to establish more definitely the effective return on securities
or currencies held or intended to be acquired by the Fund. In this regard,
the Fund could sell interest rate or currency futures as an offset against the
effect of expected increases in interest rates or currency exchange rates and
purchase such futures as an offset against the effect of expected declines in
interest rates or currency exchange rates.
The Fund will enter into futures contracts which are traded on
national or foreign futures exchanges, and are standardized as to maturity
date and underlying financial instrument. Futures exchanges and trading in
the United States are regulated under the Commodity Exchange Act by the
Commodity Futures Trading Commission ("CFTC"). Futures are traded in London
at the London International Financial Futures Exchange in Paris at the MATIF
and in Tokyo at the Tokyo Stock Exchange. Although techniques other than the
sale and purchase of futures contracts could be used for the above-referenced
purposes, futures contracts offer an effective and relatively low cost means
of implementing the Fund's objectives in these areas.
Regulatory Limitations
The Fund will engage in futures contracts and options thereon only
for bona fide hedging, yield enhancement, and risk management purposes, in
each case in accordance with rules and regulations of the CFTC and applicable
state law.
The Fund may not purchase or sell futures contracts or related
options if, with respect to positions which do not qualify as bona fide
hedging under applicable CFTC rules, the sum of the amounts of initial margin
deposits and premiums paid on those portions would exceed 5% of the net asset
value of the Fund after taking into account unrealized profits and unrealized
losses on any such contracts it has entered into; provided, however, that in
the case of an option that is in-the-money at the time of purchase, the in-
the-money amount may be excluded in calculating the 5% limitation. For
purposes of this policy options on futures contracts and foreign currency
options traded on a commodities exchange will be considered "related options".
This policy may be modified by the Board of Directors/Trustees without a
shareholder vote and does not limit the percentage of the Fund's assets at
risk to 5%.
PAGE 27
In accordance with the rules of the State of California, the Fund
will apply above 5% test without excluding the value of initial margin and
premiums paid for bona fide hedging portions.
The Fund's use of futures contracts will not result in leverage.
Therefore, to the extent necessary, in instances involving the purchase of
futures contracts or the writing of call or put options thereon by the Fund,
an amount of cash, U.S. government securities or other liquid, high-grade debt
obligations, equal to the market value of the futures contracts and options
thereon (less any related margin deposits), will be identified in an account
with the Fund's custodian to cover (such as owning an offsetting position) the
position, or alternative cover will be employed. Assets used as cover or held
in an identified account cannot be old while the position in the corresponding
option or future is open, unless they are replaced with similar assets. As a
result, the commitment of a large portion of a Fund's assets to cover or
identified accounts could impede portfolio management or the fund's ability to
meet redemption requests or over current obligations.
If the CFTC or other regulatory authorities adopt different
(including less stringent) or additional restrictions, the Fund would comply
with such new restrictions.
Trading in Futures Contracts
A futures contract provides for the future sale by one party and
purchase by another party of a specified amount of a specific financial
instrument (e.g., units of a stock index) for a specified price, date, time
and place designated at the time the contract is made. Brokerage fees are
incurred when a futures contract is bought or sold and margin deposits must be
maintained. Entering into a contract to buy is commonly referred to as buying
or purchasing a contract or holding a long position. Entering into a contract
to sell is commonly referred to as selling a contract or holding a short
position.
Unlike when the Fund purchases or sells a security, no price would
be paid or received by the Fund upon the purchase or sale of a futures
contract. Upon entering into a futures contract, and to maintain the Fund's
open positions in futures contracts, the Fund would be required to deposit
with its custodian in a segregated account in the name of the futures broker
an amount of cash, U.S. government securities, suitable money market
instruments, or liquid, high-grade debt securities, known as "initial margin."
The margin required for a particular futures contract is set by the exchange
on which the contract is traded, and may be significantly modified from time
to time by the exchange during the term of the contract. Futures contracts
are customarily purchased and sold on margins that may range upward from less
than 5% of the value of the contract being traded.
If the price of an open futures contract changes (by increase in
the case of a sale or by decrease in the case of a purchase) so that the loss
on the futures contract reaches a point at which the margin on deposit does
not satisfy margin requirements, the broker will require an increase in the
margin. However, if the value of a position increases because of favorable
price changes in the futures contract so that the margin deposit exceeds the
required margin, the broker will pay the excess to the Fund.
PAGE 28
These subsequent payments, called "variation margin," to and from
the futures broker, are made on a daily basis as the price of the underlying
assets fluctuate making the long and short positions in the futures contract
more or less valuable, a process known as "marking to the market." The Fund
expects to earn interest income on its margin deposits.
Although certain futures contracts, by their terms, require actual
future delivery of and payment for the underlying instruments, in practice
most futures contracts are usually closed out before the delivery date.
Closing out an open futures contract purchase or sale is effected by entering
into an offsetting futures contract sale or purchase, respectively, for the
same aggregate amount of the identical securities and the same delivery date.
If the offsetting purchase price is less than the original sale price, the
Fund realizes a gain; if it is more, the Fund realizes a loss. Conversely, if
the offsetting sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction
costs must also be included in these calculations. There can be no assurance,
however, that the Fund will be able to enter into an offsetting transaction
with respect to a particular futures contract at a particular time. If the
Fund is not able to enter into an offsetting transaction, the Fund will
continue to be required to maintain the margin deposits on the futures
contract.
For example, the Standard & Poor's 500 Stock Index is composed of
500 selected common stocks, most of which are listed on the New York Stock
Exchange. The S&P 500 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the market
values of those common stocks. In the case of the S&P 500 Index, contracts
are to buy or sell 500 units. Thus, if the value of the S&P 500 Index were
$150, one contract would be worth $75,000 (500 units x $150). The stock index
futures contract specifies that no delivery of the actual stock making up the
index will take place. Instead, settlement in cash occurs. Over the life of
the contract, the gain or loss realized by the Fund will equal the difference
between the purchase (or sale) price of the contract and the price at which
the contract is terminated. For example, if the Fund enters into a futures
contract to buy 500 units of the S&P 500 Index at a specified future date at a
contract price of $150 and the S&P 500 Index is at $154 on that future date,
the Fund will gain $2,000 (500 units x gain of $4). If the Fund enters into a
futures contract to sell 500 units of the stock index at a specified future
date at a contract price of $150 and the S&P 500 Index is at $152 on that
future date, the Fund will lose $1,000 (500 units x loss of $2).
Special Risks of Transactions in Futures Contracts
Volatility and Leverage. The prices of futures contracts are
volatile and are influenced, among other things, by actual and anticipated
changes in the market and interest rates, which in turn are affected by fiscal
and monetary policies and national and international political and economic
events.
Most United States futures exchanges limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
The daily limit establishes the maximum amount that the price of a futures
contract may vary either up or down from the previous day's settlement price
at the end of a trading session. Once the daily limit has been reached in a
particular type of futures contract, no trades may be made on that day at a
PAGE 29
price beyond that limit. The daily limit governs only price movement during a
particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions. Futures
contract prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of futures positions and subjecting some futures traders to
substantial losses.
Because of the low margin deposits required, futures trading
involves an extremely high degree of leverage. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss, as well as gain, to the investor. For example, if at the
time of purchase, 10% of the value of the futures contract is deposited as
margin, a subsequent 10% decrease in the value of the futures contract would
result in a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out. A 15% decrease would
result in a loss equal to 150% of the original margin deposit, if the contract
were closed out. Thus, a purchase or sale of a futures contract may result in
losses in excess of the amount invested in the futures contract. However, the
Fund would presumably have sustained comparable losses if, instead of the
futures contract, it had invested in the underlying financial instrument and
sold it after the decline. Furthermore, in the case of a futures contract
purchase, in order to be certain that the Fund has sufficient assets to
satisfy its obligations under a futures contract, the Fund earmarks to the
futures contract money market instruments equal in value to the current value
of the underlying instrument less the margin deposit.
Liquidity. The Fund may elect to close some or all of its futures
positions at any time prior to their expiration. The Fund would do so to
reduce exposure represented by long futures positions or short futures
positions. The Fund may close its positions by taking opposite positions
which would operate to terminate the Fund's position in the futures contracts.
Final determinations of variation margin would then be made, additional cash
would be required to be paid by or released to the Fund, and the Fund would
realize a loss or a gain.
Futures contracts may be closed out only on the exchange or board
of trade where the contracts were initially traded. Although the Fund intends
to purchase or sell futures contracts only on exchanges or boards of trade
where there appears to be an active market, there is no assurance that a
liquid market on an exchange or board of trade will exist for any particular
contract at any particular time. In such event, it might not be possible to
close a futures contract, and in the event of adverse price movements, the
Fund would continue to be required to make daily cash payments of variation
margin. However, in the event futures contracts have been used to hedge the
underlying instruments, the Fund would continue to hold the underlying
instruments subject to the hedge until the futures contracts could be
terminated. In such circumstances, an increase in the price of underlying
instruments, if any, might partially or completely offset losses on the
futures contract. However, as described below, there is no guarantee that the
price of the underlying instruments will, in fact, correlate with the price
movements in the futures contract and thus provide an offset to losses on a
futures contract.
Hedging Risk. A decision of whether, when, and how to hedge
involves skill and judgment, and even a well-conceived hedge may be
PAGE 30
unsuccessful to some degree because of unexpected market behavior, market or
interest rate trends. There are several risks in connection with the use by
the Fund of futures contracts as a hedging device. One risk arises because of
the imperfect correlation between movements in the prices of the futures
contracts and movements in the prices of the underlying instruments which are
the subject of the hedge. Price-Fleming will, however, attempt to reduce this
risk by entering into futures contracts whose movements, in its judgment, will
have a significant correlation with movements in the prices of the Fund's
underlying instruments sought to be hedged.
Successful use of futures contracts by the Fund for hedging
purposes is also subject to Price-Fleming's ability to correctly predict
movements in the direction of the market. It is possible that, when the Fund
has sold futures to hedge its portfolio against a decline in the market, the
index, indices, or instruments underlying futures might advance and the value
of the underlying instruments held in the Fund's portfolio might decline. If
this were to occur, the Fund would lose money on the futures and also would
experience a decline in value in its underlying instruments. However, while
this might occur to a certain degree, Price-Fleming believes that over time
the value of the Fund's portfolio will tend to move in the same direction as
the market indices used to hedge the portfolio. It is also possible that if
the Fund were to hedge against the possibility of a decline in the market
(adversely affecting the underlying instruments held in its portfolio) and
prices instead increased, the Fund would lose part or all of the benefit of
increased value of those underlying instruments that it has hedged, because it
would have offsetting losses in its futures positions. In addition, in such
situations, if the Fund had insufficient cash, it might have to sell
underlying instruments to meet daily variation margin requirements. Such
sales of underlying instruments might be, but would not necessarily be, at
increased prices (which would reflect the rising market). The Fund might have
to sell underlying instruments at a time when it would be disadvantageous to
do so.
In addition to the possibility that there might be an imperfect
correlation, or no correlation at all, between price movements in the futures
contracts and the portion of the portfolio being hedged, the price movements
of futures contracts might not correlate perfectly with price movements in the
underlying instruments due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors might close futures contracts through offsetting
transactions, which could distort the normal relationship between the
underlying instruments and futures markets. Second, the margin requirements
in the futures market are less onerous than margin requirements in the
securities markets, and as a result the futures market might attract more
speculators than the securities markets do. Increased participation by
speculators in the futures market might also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and also because of the imperfect correlation between price movements in the
underlying instruments and movements in the prices of futures contracts, even
a correct forecast of general market trends by Price-Fleming might not result
in a successful hedging transaction over a very short time period.
PAGE 31
Options on Futures Contracts
The Fund may purchase and sell options on the same types of futures
in which it may invest.
Options on futures are similar to options on underlying instruments
except that options on futures give the purchaser the right, in return for the
premium paid, to assume a position in a futures contract (a long position if
the option is a call and a short position if the option is a put), rather than
to purchase or sell the futures contract, at a specified exercise price at any
time during the period of the option. Upon exercise of the option, the
delivery of the futures position by the writer of the option to the holder of
the option will be accompanied by the delivery of the accumulated balance in
the writer's futures margin account which represents the amount by which the
market price of the futures contract, at exercise, exceeds (in the case of a
call) or is less than (in the case of a put) the exercise price of the option
on the futures contract. Purchasers of options who fail to exercise their
options prior to the exercise date suffer a loss of the premium paid.
As an alternative to writing or purchasing call and put options on
stock index futures, the Fund may write or purchase call and put options on
stock indices. Such options would be used in a manner similar to the use of
options on futures contracts. From time to time, a single order to purchase
or sell futures contracts (or options thereon) may be made on behalf of the
Fund and other T. Rowe Price Funds. Such aggregated orders would be allocated
among the Funds and the other T. Rowe Price Funds in a fair and non-
discriminatory manner.
Special Risks of Transactions in Options on Futures Contracts
The risks described under "Special Risks of Transactions on Futures
Contracts" are substantially the same as the risks of using options on
futures. In addition, where the Fund seeks to close out an option position by
writing or buying an offsetting option covering the same index, underlying
instrument or contract and having the same exercise price and expiration date,
its ability to establish and close out positions on such options will be
subject to the maintenance of a liquid secondary market. Reasons for the
absence of a liquid secondary market on an exchange include the following: (i)
there may be insufficient trading interest in certain options; (ii)
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options, or
underlying instruments; (iv) unusual or unforeseen circumstances may interrupt
normal operations on an exchange; (v) the facilities of an exchange or a
clearing corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no
assurance that higher than anticipated trading activity or other unforeseen
events might not, at times, render certain of the facilities of any of the
clearing corporations inadequate, and thereby result in the institution by an
PGAE 32
exchange of special procedures which may interfere with the timely execution
of customers' orders.
Additional Futures and Options Contracts
Although the Fund has no current intention of engaging in futures
or options transactions other than those described above, it reserves the
right to do so. Such futures and options trading might involve risks which
differ from those involved in the futures and options described above.
Foreign Futures and Options
Participation in foreign futures and foreign options transactions
involves the execution and clearing of trades on or subject to the rules of a
foreign board of trade. Neither the National Futures Association nor any
domestic exchange regulates activities of any foreign boards of trade,
including the execution, delivery and clearing of transactions, or has the
power to compel enforcement of the rules of a foreign board of trade or any
applicable foreign law. This is true even if the exchange is formally linked
to a domestic market so that a position taken on the market may be liquidated
by a transaction on another market. Moreover, such laws or regulations will
vary depending on the foreign country in which the foreign futures or foreign
options transaction occurs. For these reasons, when the Fund trades foreign
futures or foreign options contracts, it may not be afforded certain of the
protective measures provided by the Commodity Exchange Act, the CFTC's
regulations and the rules of the National Futures Association and any domestic
exchange, including the right to use reparations proceedings before the
Commission and arbitration proceedings provided by the National Futures
Association or any domestic futures exchange. In particular, funds received
from the Fund for foreign futures or foreign options transactions may not be
provided the same protections as funds received in respect of transactions on
United States futures exchanges. In addition, the price of any foreign
futures or foreign options contract and, therefore, the potential profit and
loss thereon may be affected by any variance in the foreign exchange rate
between the time the Fund's order is placed and the time it is liquidated,
offset or exercised.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an obligation
to purchase or sell a specific currency at a future date, which may be any
fixed number of days from the date of the contract agreed upon by the parties,
at a price set at the time of the contract. These contracts are principally
traded in the interbank market conducted directly between currency traders
(usually large, commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades.
The Fund may enter into forward contracts for a variety of purposes
in connection with the management of the foreign securities portion of its
portfolio. The Fund's use of such contracts would include, but not be limited
to, the following:
First, when the Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to "lock
in" the U.S. dollar price of the security. By entering into a forward
PAGE 33
contract for the purchase or sale, for a fixed amount of dollars, of the
amount of foreign currency involved in the underlying security transactions,
the Fund will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date the security is purchased
or sold and the date on which payment is made or received.
Second, when Price-Fleming believes that one currency may
experience a substantial movement against another currency, including the U.S.
dollar, it may enter into a forward contract to sell or buy the amount of the
former foreign currency, approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. Alternatively,
where appropriate, the Fund may hedge all or part of its foreign currency
exposure through the use of a basket of currencies or a proxy currency where
such currency or currencies act as an effective proxy for other currencies.
In such a case, the Fund may enter into a forward contract where the amount of
the foreign currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging technique may be
more efficient and economical than entering into separate forward contracts
for each currency held in the Fund. The precise matching of the forward
contract amounts and the value of the securities involved will not generally
be possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date
it matures. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Other than as set forth above, and immediately
below, the Fund will also not enter into such forward contracts or maintain a
net exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's portfolio securities or other assets denominated in that
currency. The Fund, however, in order to avoid excess transactions and
transaction costs, may maintain a net exposure to forward contracts in excess
of the value of the Fund's portfolio securities or other assets to which the
forward contracts relate (including accrued interest to the maturity of the
forwards on such securities provided the excess amount is "covered" by liquid,
high-grade debt securities, denominated in any currency, at least equal at all
times to the amount of such excess. For these purposes "the securities or
other assets to which the forward contracts relate" may be securities or
assets denominated in a single currency, or where proxy forwards are used,
securities denominated in more than one currency). Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, Price-Fleming believes that it
is important to have the flexibility to enter into such forward contracts when
it determines that the best interests of the Fund will be served.
At the maturity of a forward contract, the Fund may sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and either extend the maturity of the forward contract (by
"rolling" that contract forward) or may initiate a new forward contract.
As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the expiration of the
forward contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
PAGE 34
purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver and if a decision is made to
sell the security and make delivery of the foreign currency. Conversely, it
may be necessary to sell on the spot market some of the foreign currency
received upon the sale of the portfolio security if its market value exceeds
the amount of foreign currency the Fund is obligated to deliver. However, as
noted, in order to avoid excessive transactions and transaction costs, the
Fund may use liquid, high-grade debt securities denominated in any currency,
to cover the amount by which the value of a forward contract exceeds the value
of the securities to which it relates.
If the Fund retains the portfolio security and engages in an
offsetting transaction, the Fund will incur a gain or a loss (as described
below) to the extent that there has been movement in forward contract prices.
If the Fund engages in an offsetting transaction, it may subsequently enter
into a new forward contract to sell the foreign currency. Should forward
prices decline during the period between the Fund's entering into a forward
contract for the sale of a foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Fund will
realize a gain to the extent the price of the currency it has agreed to sell
exceeds the price of the currency it has agreed to purchase. Should forward
prices increase, the Fund will suffer a loss to the extent of the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell.
The Fund's dealing in forward foreign currency exchange contracts
will generally be limited to the transactions described above. However, the
Fund reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, the Fund is
not required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate
by Price-Fleming. It also should be realized that this method of hedging
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It simply establishes a rate of
exchange at a future date. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result from an increase in the value of that currency.
Although the Fund values its assets daily in terms of U.S. dollars,
it does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. It will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Fund at one rate, while offering a lesser rate of
exchange should the Fund desire to resell that currency to the dealer.
Federal Tax Treatment of Options, Futures Contracts and Forward Foreign
Exchange Contracts
The Fund may enter into certain option, futures, and forward
foreign exchange contracts, including options and futures on currencies, which
will be treated as Section 1256 contracts or straddles.
PAGE 35
Transactions which are considered Section 1256 contracts will be
considered to have been closed at the end of the Fund's fiscal year and any
gains or losses will be recognized for tax purposes at that time. Such gains
or losses from the normal closing or settlement of such transactions will be
characterized as 60% long-term capital gain or loss and 40% short-term capital
gain or loss regardless of the holding period of the instrument. The Fund
will be required to distribute net gains on such transactions to shareholders
even though it may not have closed the transaction and received cash to pay
such distributions.
Options, futures and forward foreign exchange contracts, including
options and futures on currencies, which offset a foreign dollar denominated
bond or currency position may be considered straddles for tax purposes in
which case a loss on any position in a straddle will be subject to deferral to
the extent of unrealized gain in an offsetting position. The holding period
of the securities or currencies comprising the straddle will be deemed not to
begin until the straddle is terminated. For securities offsetting a purchased
put, this adjustment of the holding period may increase the gain from sales of
securities held less than three months. The holding period of the security
offsetting an "in-the-money qualified covered call" option on an equity
security will not include the period of time the option is outstanding.
Losses on written covered calls and purchased puts on securities,
excluding certain "qualified covered call" options on equity securities, may
be long-term capital loss, if the security covering the option was held for
more than twelve months prior to the writing of the option.
In order for the Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or currencies. Pending tax regulations could limit the extent that
net gain realized from option, futures or foreign forward exchange contracts
on currencies is qualifying income for purposes of the 90% requirement. In
addition, gains realized on the sale or other disposition of securities,
including option, futures or foreign forward exchange contracts on securities
or securities indexes and, in some cases, currencies, held for less than three
months, must be limited to less than 30% of the Fund's annual gross income.
In order to avoid realizing excessive gains on securities or currencies held
less than three months, the Fund may be required to defer the closing out of
option, futures or foreign forward exchange contracts) beyond the time when it
would otherwise be advantageous to do so. It is anticipated that unrealized
gains on Section 1256 option, futures and foreign forward exchange contracts,
which have been open for less than three months as of the end of the Fund's
fiscal year and which are recognized for tax purposes, will not be considered
gains on securities or currencies held less than three months for purposes of
the 30% test.
Lending of Portfolio Securities
For the purpose of realizing additional income, the Fund may make
secured loans of portfolio securities amounting to not more than 33 1/3% of
its total assets. This policy is a fundamental policy. Securities loans are
made to broker-dealers or institutional investors or other persons, pursuant
to agreements requiring that the loans be continuously secured by collateral
at least equal at all times to the value of the securities lent marked to
PAGE 36
market on a daily basis. The collateral received will consist of cash, U.S.
government securities, letters of credit or such other collateral as may be
permitted under its investment program. While the securities are being lent,
the Fund will continue to receive the equivalent of the interest or dividends
paid by the issuer on the securities, as well as interest on the investment of
the collateral or a fee from the borrower. The Fund has a right to call each
loan and obtain the securities on five business days' notice or, in connection
with securities trading on foreign markets, within such longer period of time
which coincides with the normal settlement period for purchases and sales of
such securities in such foreign markets. The Fund will not have the right to
vote securities while they are being lent, but it will call a loan in
anticipation of any important vote. The risks in lending portfolio
securities, as with other extensions of secured credit, consist of possible
delay in receiving additional collateral or in the recovery of the securities
or possible loss of rights in the collateral should the borrower fail
financially. Loans will only be made to firms deemed by Price-Fleming to be
of good standing and will not be made unless, in the judgment of Price-
Fleming, the consideration to be earned from such loans would justify the
risk.
Other Lending/Borrowing
Subject to approval by the Securities and Exchange Commission and certain
state regulatory agencies, the Fund may make loans to, or borrow funds from,
other mutual funds sponsored or advised by T. Rowe Price or Price-Fleming
(collectively, "Price Funds"). The Fund has no current intention of engaging
in these practices at this time.
Hybrid Instruments
Hybrid Instruments have recently been developed and combine the
elements of futures contracts or options with those of debt, preferred equity
or a depository instrument (hereinafter "Hybrid Instruments"). Often these
Hybrid Instruments are indexed to the price of a commodity, particular
currency, or a domestic or foreign debt or equity securities index. Hybrid
Instruments may take a variety of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption terms determined
by reference to the value of a currency or commodity or securities index at a
future point in time, preferred stock with dividend rates determined by
reference to the value of a currency, or convertible securities with the
conversion terms related to a particular commodity.
The risks of investing in Hybrid Instruments reflect a combination
of the risks from investing in securities, options, futures and currencies,
including volatility and lack of liquidity. Reference is made to the
discussion of futures, options, and forward contracts herein for a discussion
of these risks. Further, the prices of the Hybrid Instrument and the related
commodity or currency may not move in the same direction or at the same time.
Hybrid Instruments may bear interest or pay preferred dividends at below
market (or even relatively nominal) rates. Alternatively, Hybrid Instruments
may bear interest at above market rates but bear an increased risk of
principal loss (or gain). In addition, because the purchase and sale of
Hybrid Instruments could take place in an over-the-counter market or in a
private transaction between the Fund and the seller of the Hybrid Instrument,
the creditworthiness of the contra party to the transaction would be a risk
factor which the Fund would have to consider. Hybrid Instruments also may not
PAGE 37
be subject to regulation of the Commodities Futures Trading Commission
("CFTC"), which generally regulates the trading of commodity futures by U.S.
persons, the SEC, which regulates the offer and sale of securities by and to
U.S. persons, or any other governmental regulatory authority.
Repurchase Agreements
The Fund may enter into a repurchase agreement through which an
investor (such as the Fund) purchases a security (known as the "underlying
security") from a well-established securities dealer or a bank that is a
member of the Federal Reserve System. Any such dealer or bank will be on
Price-Fleming's approved list and have a credit rating with respect to its
short-term debt of at least A1 by Standard & Poor's Corporation, P1 by Moody's
Investors Service, Inc., or the equivalent rating by Price-Fleming. At that
time, the bank or securities dealer agrees to repurchase the underlying
security at the same price, plus specified interest. Repurchase agreements
are generally for a short period of time, often less than a week. Repurchase
agreements which do not provide for payment within seven days will be treated
as illiquid securities. The Fund will only enter into repurchase agreements
where (i) the underlying securities are of the type (excluding maturity
limitations) which the Fund's investment guidelines would allow it to purchase
directly, (ii) the market value of the underlying security, including interest
accrued, will be at all times equal to or exceed the value of the repurchase
agreement, and (iii) payment for the underlying security is made only upon
physical delivery or evidence of book-entry transfer to the account of the
custodian or a bank acting as agent. In the event of a bankruptcy or other
default of a seller of a repurchase agreement, the Fund could experience both
delays in liquidating the underlying security and losses, including: (a)
possible decline in the value of the underlying security during the period
while the Fund seeks to enforce its rights thereto; (b) possible subnormal
levels of income and lack of access to income during this period; and
(c) expenses of enforcing its rights.
Illiquid or Restricted Securities
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 (the "1933 Act").
Where registration is required, the Fund may be obligated to pay all or part
of the registration expenses and a considerable period may elapse between the
time of the decision to sell and the time the Fund may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell. Restricted securities
will be priced at fair value as determined in accordance with procedures
prescribed by the Fund's Board of Directors/Trustees. If through the
appreciation of illiquid securities or the depreciation of liquid securities,
the Fund should be in a position where more than 15% of the value of its net
assets are invested in illiquid assets, including restricted securities, the
Fund will take appropriate steps to protect liquidity.
Notwithstanding the above, the Fund may purchase securities which,
while privately placed, are eligible for purchase and sale under Rule 144A
under the 1933 Act. This rule permits certain qualified institutional buyers,
such as the Fund, to trade in privately placed securities even though such
securities are not registered under the 1933 Act. Price-Fleming under the
PAGE 38
supervision of the Fund's Board of Directors/Trustees, will consider whether
securities purchased under Rule 144A are illiquid and thus subject to the
Fund's restriction of investing no more than 15% of its assets in illiquid
securities. A determination of whether a Rule 144A security is liquid or not
is a question of fact. In making this determination, Price-Fleming will
consider the trading markets for the specific security taking into account the
unregistered nature of a Rule 144A security. In addition, Price-Fleming could
consider the (1) frequency of trades and quotes, (2) number of dealers and
potential purchases, (3) dealer undertakings to make a market, and (4) the
nature of the security and of marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). The liquidity of Rule 144A securities would be monitored, and if
as a result of changed conditions it is determined that a Rule 144A security
is no longer liquid, the Fund's holdings of illiquid securities would be
reviewed to determine what, if any, steps are required to assure that the Fund
does not invest more than 15% of its assets in illiquid securities. Investing
in Rule 144A securities could have the effect of increasing the amount of the
Fund's assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
There are, of course, other types of securities that are, or may
become available, which are similar to the foregoing and the Fund may invest
in these securities.
INVESTMENT RESTRICTIONS
Fundamental policies of each Fund other than Latin America Fund may
not be changed without the approval of the lesser of (1) 67% of a Fund's
shares present at a meeting of shareholders if the holders of more than 50% of
the outstanding shares are present in person or by proxy or (2) more than 50%
of a Fund's outstanding shares. Other restrictions, in the form of operating
policies, are subject to change by the Funds' Board of Directors without
shareholder approval. Any investment restriction which involves a maximum
percentage of securities or assets shall not be considered to be violated
unless an excess over the percentage occurs immediately after, and is caused
by, an acquisition of securities or assets of, or borrowings by, the Fund.
Fundamental Policies
As a matter of fundamental policy, the Fund may not:
(1) Borrowing. 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.
PAGE 39
(2) Commodities. Purchase or sell physical commodities; except
that it may enter into futures contracts and options thereon;
(3) Industry Concentration. 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;
(4) Loans. 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;
(5) Real Estate. Purchase or sell real estate unless acquired as
a result of ownership of securities or other instruments (but
this shall not prevent the Fund from investing in securities
or other instruments backed by real estate or securities of
companies engaged in the real estate business;
(6) Senior Securities. Issue senior securities except in
compliance with the Investment Company Act of 1940; or
(7) Underwriting. Underwrite securities issued by other persons,
except to the extent that the Fund may be deemed to be an
underwriter within the meaning of the Securities Act of 1933
in connection with the purchase and sale of its portfolio
securities in the ordinary course of pursuing its investment
program.
For All Funds, Except Latin America Fund
(8) Percent Limit on Assets Invested in Any One Issuer. Purchase
a security if, as a result, with respect to 75% of the value
of a Fund's total assets, more than 5% of the value of its
total assets would be invested in the securities of any one
issuer (other than obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities);
(9) Percent Limit on Share Ownership of Any One Issuer. Purchase
a security if, as a result, with respect to 75% of the value
of a Fund's total assets, more than 10% of the outstanding
voting securities of any issuer would be held by the Fund
(other than obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) provided that,
as an operating policy, the Fund will not purchase a security
if, as a result, more than 10% of the outstanding voting
securities of any issuer would be held by the Fund;
With respect to investment restrictions (1) and (4), the Fund
will not borrow from or lend to any other T. Rowe Price Fund
unless it applies for and receives an exemptive order from the
PAGE 40
SEC or the SEC issues rules permitting such transactions. The
Fund has no current intention of engaging in any such activity
and there is no assurance the SEC would grant any order
requested by the Fund or promulgate any rules allowing the
transactions.
For purposes of investment restriction (3), U.S., state or
local governments, or related agencies or instrumentalities,
are not considered an industry.
Operating Policies
As a matter of operating policy, the Fund may not:
(1) Borrowing. The Fund will not purchase additional securities
when money borrowed exceeds 5% of its total assets.
(2) Control of Portfolio Companies. Invest in companies for the
purpose of exercising management or control;
(3) Futures Contracts. 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 positions would
exceed 5% of the Fund's net asset value.
(4) Illiquid Securities. Purchase illiquid securities and
securities of unseasoned issuers if, as a result, more than
15% of its net assets would be invested in such securities,
provided that the Fund will not invest more than 5% of its
total assets in restricted securities and not more than 5% in
securities of unseasoned issuers. Securities eligible for
resale under Rule 144A of the Securities Act of 1933 are not
included in the 5% limitation but are subject to the 15%
limitation;
(4) Investment Companies. Purchase securities of open-end or
closed-end investment companies except in compliance with the
Investment Company Act of 1940 and applicable state law.
Duplicate fees may result from such purchases;
(5) Margin. 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;
(6) Mortgaging. 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 borrowing or
investment;
PAGE 41
(7) Oil and Gas Programs. Purchase participations or other direct
interests or enter into leases with respect to, oil, gas, or
other mineral exploration or development programs;
(8) Options, Etc. Invest in puts, calls, straddles, spreads, or
any combination thereof, except to the extent permitted by the
prospectus and Statement of Additional Information;
(9) Ownership of Portfolio Securities by Officers and Directors.
Purchase or retain the securities of any issuer if, to the
knowledge of the Fund's management, those officers and
directors of the Fund, and of its investment manager, who each
own beneficially more than .5% of the outstanding securities
of such issuer, together own beneficially more than 5% of such
securities;
(10) Short Sales. Effect short sales of securities;
(11) Unseasoned Issuers. Purchase a security (other than
obligations issued or guaranteed by the U.S., any state or
local government, or any foreign government, their agencies or
instrumentalities) if, as a result, more than 5% of the value
of the Fund's total assets would be invested in the securities
issuers which at the time of purchase had been in operation
for less than three years (for this purpose, the period of
operation of any issuer shall include the period of operation
of any predecessor or unconditional guarantor of such issuer).
This restriction does not apply to securities of pooled
investment vehicles or mortgage or asset-backed securities; or
(12) Warrants. Invest in warrants if, as a result thereof, more
than 2% of the value of the total assets of the Fund would be
invested in warrants which are not listed on the New York
Stock Exchange, the American Stock Exchange, or a recognized
foreign exchange, or more than 5% of the value of the total
assets of the Fund would be invested in warrants whether or
not so listed. For purposes of these percentage limitations,
the warrants will be valued at the lower of cost or market and
warrants acquired by the Funds in units or attached to
securities may be deemed to be without value.
In addition to the restrictions described above, some foreign
countries limit, or prohibit, all direct foreign investment in the securities
of their companies. However, the governments of some countries have
authorized the organization of investment funds to permit indirect foreign
investment in such securities. For tax purposes these funds may be known as
Passive Foreign Investment Companies. Each Fund is subject to certain
percentage limitations under the 1940 Act and certain states relating to the
purchase of securities of investment companies, and may be subject to the
limitation that no more than 10% of the value of the Fund's total assets may
be invested in such securities.
PAGE 42
INVESTMENT PERFORMANCE
Total Return Performance
Each Fund's calculation of total return performance includes the
reinvestment of all capital gain distributions and income dividends for the
period or periods indicated, without regard to tax consequences to a
shareholder in each Fund. Total return is calculated as the percentage change
between the beginning value of a static account in each Fund and the ending
value of that account measured by the then current net asset value, including
all shares acquired through reinvestment of income and capital gains
dividends. The results shown are historical and should not be considered
indicative of the future performance of each Fund. Each average annual
compound rate of return is derived from the cumulative performance of each
Fund over the time period specified. The annual compound rate of return for
each Fund over any other period of time will vary from the average.
International Stock Fund
Cumulative Performance Percentage Change
Since
1 Year 5 Years 10 Years Inception
Ended Ended Ended 5/9/80 to
12/31/93+ 12/31/93 12/31/93 12/31/93++
_________ ________ ___________ __________
International Stock 40.11% 76.63% 396.21% 678.83%
Fund
S&P 500 10.07 97.34 301.77 661.50
Dow Jones Industrial
Average 16.99 105.25 333.86 732.91
Lipper International
Funds Average 39.40 62.48 303.71 480.69+++
EAFE Index 32.94 12.19 417.77 592.40+++
CPI 2.75 21.00 43.93 80.00
Financial Times
Actuaries World
Index++++ 22.60 35.85 N/A N/A
PAGE 43
Average Annual Compound Rates of Return
Since
1 Year 5 Years 10 Years Inception
Ended Ended Ended 5/9/80 to
12/31/93+ 12/31/93 12/31/93 12/31/93++
_________ ________ ____________ __________
International Stock 40.11% 12.05% 17.37% 16.23%
Fund
S&P 500 10.07 14.56 14.92 16.04
Dow Jones Industrial
Average 16.99 15.47 15.81 16.80
Lipper International
Funds Average 39.40 9.85 14.84 13.66+++
EAFE Index 32.94 2.33 17.87 15.40+++
CPI 2.75 3.89 3.71 4.40
Financial Times
Actuaries World
Index++++ 22.60 6.32 N/A N/A
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,401.10 ($1,000 x 1.4011).
++ Assumes purchase of one share of International Stock Fund at the
public offering price of $5.00 on May 9, 1980. Over this time, stock
prices in general have risen.
+++ 06/30/80-12/31/93
++++ The inception date of this index is 12/31/85.
International Discovery Fund
Cumulative Performance Percentage Change
Since
1 Year 5 Years Inception
Ended Ended 12/30/88 to
12/31/93+ 12/31/93 12/31/93++
__________ __________ ____________
International Discovery Fund 49.85% 87.99% 87.99%
S&P 500 10.07 97.34 97.34+++
Dow Jones Industrial
Average 16.99 105.25 105.25+++
Lipper International
Funds Average 39.40 62.48 62.48+++
EAFE Index 32.94 12.19 12.19+++
CPI 2.75 21.00 21.00+++
PAGE 44
Average Annual Compound Rates of Return
Since
1 Year 5 Years Inception
Ended Ended 12/30/88 to
12/31/93+ 12/31/93 12/31/93++
__________ __________ ____________
International Discovery Fund 49.85% 13.46% 13.45%
S&P 500 10.07 14.56 14.56+++
Dow Jones Industrial
Average 16.99 15.47 15.47+++
Lipper International
Funds Average 39.40 9.85 9.85+++
EAFE Index 32.94 2.33 2.33+++
CPI 2.75 3.89 3.89+++
Morgan Stanley Capital
International World Index 23.13 6.44 6.44+++
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,498.50 ($1,000 x 1.4985).
++ Assumes purchase of one share of International Discovery Fund at the
public offering price of $10.00 on December 30, 1988. Over this time,
stock prices in general have risen.
+++ 12/31/88 - 12/31/93
Small company stocks achieved higher total annualized returns than
large-cap stocks and long-term bonds for the 25 and 50-year periods ending
December 31, 1993, as shown in the following table. The table shows the
dramatic reversal of these trends during the past ten years.
SMALL COMPANIES VS. LARGE COMPANIES
AVERAGE ANNUAL RETURNS
1973 - 1993
Chart 1
Sources: Japan and Large U.K., Data Stream; Small U.K. Hoare Govette Small
Cap. Index; Large U.S., S&P 500; Small U.S., Ibbotson Associates. Returns
represent past performance and should not be considered indicative of an
investment in the Fund.
PAGE 45
European Stock Fund
Cumulative Performance Percentage Change
Since
1 Year 3 Years Inception
Ended Ended 2/28/90+ to
12/31/93 12/31/93 12/31/93++
__________ __________ __________
European Stock Fund 27.24% 28.95% 24.86%
S&P 500 10.07 54.48 58.93
Dow Jones Industrial
Average 16.99 56.11 61.68
Lipper European Region
Funds Average 25.96 23.28 19.81
EAFE Index 32.94 31.84 13.01
CPI 2.75 8.97 13.91
Average Annual Compound Rates of Return
Since
1 Year 3 Years Inception
Ended Ended 2/28/90+ to
12/31/93 12/31/93 12/31/93++
__________ ____________________
European Stock Fund 27.24% 8.84% 5.95%
S&P 500 10.07 15.60 12.83
Dow Jones Industrial
Average 16.99 16.01 13.33
Lipper European Region
Funds Average 25.96 6.85 4.66
EAFE Index 32.94 9.65 3.24
CPI 2.75 2.90 3.45
Morgan Stanley Capital
International Europe Index 29.79 12.209.18
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,272.40 ($1,000 x 1.2724).
++ Assumes purchase of one share of European Stock Fund at the public
offering price of $10.00 on February 28, 1990. Over this time, stock
prices in general have risen.
+++ 03/01/90-12/31/93
PAGE 46
Japan Fund
Cumulative Performance Percentage Change
Since
1 Year Inception
Ended 12/27/91+ to
12/31/93 12/31/93++
__________ __________
Japan Fund 20.61% 4.45%
Morgan Stanley Pacific
Basin Index 35.97 11.23+++
Morgan Stanley Capital
International World
Index 23.13 17.39+++
EAFE Index 32.94 17.19+++
S&P 500 10.07 21.59
Topix Index 23.10 -6.12+++
Nikkei Average 14.88 -14.82+++
Morgan Stanley Japan Index 25.70 -1.06+++
Lipper Japanese Funds Average 22.94 -2.89+++
Average Annual Compound Rates of Return
Since
1 Year Inception
Ended 12/27/91+ to
12/31/93 12/31/93++
__________ __________
Japan Fund 20.61% 2.19%
Morgan Stanley Pacific
Basin Index 35.97 5.46+++
Morgan Stanley Capital
International World Index 23.13 8.35+++
EAFE Index 32.94 8.26+++
S&P 500 10.07 10.21
Topix Index 23.10 -3.11+++
Nikkei Average 14.88 -7.71+++
Morgan Stanley Japan Index 25.70 -0.53+++
Lipper Japanese Funds Average 22.94 -1.55+++
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,206.10 ($1,000 x 1.2061).
++ Assumes purchase of one share of Japan Fund at the public offering
price of $10.00 on December 27, 1991. Over this time, stock prices in
general have risen.
+++ 12/31/91-12/31/93
One reason investors may find the Japanese market attractive is the
proven competitiveness of Japanese companies within their industries. Due to
a commitment to capital investment, technological expertise, and a highly
productive workforce, Japanese companies dominate many of the world's key
industries. Shown below are the number of Japanese companies within the top
ten largest companies of the world+ for the industries indicated:
PAGE 47
--- 9 of the top 10 banks
--- 7 of the top 10 appliance/household durable companies
--- 8 of the top 10 financial service companies
--- 7 of the top 10 steel companies
--- 4 of the top 10 automobile companies
+ Based on total market capitalization in U.S. dollars.
Source: Morgan Stanley Capital International
TOPIX VS. S&P 500
1980 -- 1993
Chart 2
Sources: Nikkei Needs; Bridge Information Systems
Returns are measured in U.S. currency. Topix Index reflects the first section
of the Tokyo Stock Exchange.
The chart is for illustrative purposes only and should not be
considered representative of an investment in the Fund or of the Fund's
performance. Returns are measured in U.S. currency. Topix Index reflects the
first section of the Tokyo Stock Exchange.
Sources: Nikkei Needs; Bridge Information Systems
Growth of Real GNP in the OECD area!
Percentage changes from previous period
1971 1972 1973 1974 1975 1976 1977 1978 1979 1980
____ ____ ____ ____ ____ ____ ____ ____ ____ ____
United States 2.8 5.0 5.2 -0.5 -1.3 4.9 4.7 5.3 2.5 -0.2
Japan 4.3 8.4 7.6 -0.8 2.9 4.2 4.8 5.0 5.6 3.5
1981 1982 1983 1984 1985 1986 1987 1988 1989 1990
____ ____ ____ ____ ____ ____ ____ ____ ____ ____
United States 1.9 -2.5 3.6 6.8 3.4 2.7 3.4 4.5 2.5 0.9
Japan 3.4 3.4 2.8 4.3 5.2 2.6 4.3 6.2 4.7 5.6
! Aggregates were computed on the basis of 1987 GNP/GDP weights expressed
in 1987 U.S. dollars.
Source: OECD Economic Outlook, July 1991
PAGE 48
New Asia Fund
Cumulative Performance Percentage Change
Since
1 Year 3 Years Inception
Ended Ended 9/28/90+ to
12/31/93 12/31/93 12/31/93++
__________ __________ __________
New Asia Fund 78.76% 137.25% 141.05%
S&P 500 10.07 54.48 68.65+++
Dow Jones Industrial
Average 16.99 56.11 69.35+++
Lipper Pacific Region
Funds Average 63.81 88.88 91.74+++
EAFE Index 32.94 31.84 45.85+++
CPI 2.75 8.97 9.87+++
Average Annual Compound Rates of Return
Since
1 Year 3 Years Inception
Ended Ended 9/28/90+ to
12/31/93 12/31/93 12/31/93++
__________ __________ __________
New Asia Fund 78.76% 33.37% 31.02%
S&P 500 10.07 15.60 17.43+++
Dow Jones Industrial
Average 16.99 16.01 17.59+++
Lipper Pacific Region
Funds Average 63.91 22.63 21.33+++
EAFE Index 32.94 9.65 12.31+++
CPI 2.75 2.90 2.94+++
Financial Times
Actuaries Pacific
Excluding Japan 89.78 40.53 35.68+++
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,787.60 ($1,000 x 1.7876).
++ Assumes purchase of one share of New Asia Fund at the public offering
price of $10.00 on September 28, 1990. Over this time, stock prices in
general have risen.
+++ 09/30/90 - 12/31/93
Price-Fleming believes that foreign economies have performed well,
and emerging economies are significantly better than the world average, as
shown in the chart below.
PAGE 49
GDP Growth Rates
________________
1979 1980 1981 1982 1983 1984 1985 1986
____ ____ ____ ____ ____ ____ ____ ____
World 3.70 2.20 1.70 0.30 2.40 4.90 3.80 2.80
Industrialized 3.30 1.30 1.50 -0.20 2.70 4.90 3.60 2.80
Developing (Asia) 3.80 5.90 6.10 5.70 8.00 7.50 7.30 5.80
DEV/WLD 103% 268% 359% +++ 333% 153% 192% 207%
DEV/IND 115% 454% 407% +++ 296% 153% 203% 207%
10 Years
1987 1988 1989 Sample Average
____ ____ ____ _________
World 3.60 4.40 +++ 2.98
Industrialized 3.50 4.50 3.50 2.79
Developing (Asia) 6.90 8.60 +++ 6.56
DEV/WLD 194% 0% +++ 220%
DEV/IND 206% 0% +++ 235%
Source: International Monetary Fund 1990 Yearbook
+++ 1989 figures for developing Asia (and therefore the World) are not yet
available.
From time to time, in reports and promotional literature: (1) each
Fund's total return performance or P/E ratio may be compared to any one or
combination of the following: (i) the Standard & Poor's 500 Stock Index and
Dow Jones Industrial Average so that you may compare the Fund's results with
those of a group of unmanaged securities widely regarded by investors as
representative of the U.S. stock market in general; (ii) other groups of
mutual funds, including T. Rowe Price Funds, tracked by: (A) Lipper
Analytical Services, Inc., a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets which
includes the Lipper Pacific Region Average which tracks the average
performance of funds which concentrate investments in equity securities whose
primary trading markets or operations are in the Western Pacific basin region,
or a single country within this region; (B) Morningstar, Inc., another widely
used independent research firm which rates mutual funds; or (C) other
financial or business publications, such as Business Week, Money Magazine,
Forbes and Barron's, which provide similar information; (iii) The Financial
Times (a London based international financial newspaper)-Actuaries World
Indices, including Europe and sub indices comprising this Index (a wide range
of comprehensive measures of stock price performance for the major stock
markets as well as for regional areas, broad economic sectors and industry
groups); (iv) Morgan Stanley Capital International Indices, including the EAFE
Index, Pacific Basin Index, Japan Index and Pacific Ex Japan Index which is a
widely-recognized series of indices in international market performance; (v)
Baring International Investment Management Limited (an international
securities trading, research, and investment management firm), as a source for
market capitalization, GDP and GNP; (vi) the International Finance Corporation
(an affiliate of the World Bank established to encourage economic development
in less developed countries), World Bank, OECD (Organization for Economic Co-
Operation and Development) and IMF (International Monetary Fund) as a source
of economic statistics; (vii) the Nikkei Average, a generally accepted
benchmark for performance of the Japanese stock market; (viii) indices of
stocks comparable to those in which each Fund invests including the Topix
Index, which reflects the performance of the First Section of the Tokyo Stock
PAGE 50
Exchange; and (ix) the performance of U.S. government and corporate bonds,
notes and bills. (The purpose of these comparisons would be to illustrate
historical trends in different market sectors so as to allow potential
investors to compare different investment strategies.); (2) the Consumer Price
Index (measure for inflation) may be used to assess the real rate of return
from an investment in each Fund; (3) other U.S. or foreign government
statistics such as GNP, and net import and export figures derived from
governmental publications, e.g. The Survey of Current Business, may be used to
illustrate investment attributes of the Fund or the general economic,
business, investment, or financial environment in which the Fund operates; (4)
the effect of tax-deferred compounding on each Fund's investment returns, or
on returns in general, may be illustrated by graphs, charts, etc. where such
graphs or charts would compare, at various points in time, the return from an
investment in each Fund (or returns in general) on a tax-deferred basis
(assuming reinvestment of capital gains and dividends and assuming one or more
tax rates) with the return on a taxable basis; and (5) the sectors or
industries in which each Fund invests may be compared to relevant indices or
surveys (e.g. S&P Industry Surveys) in order to evaluate each Fund's
historical performance or current or potential value with respect to the
particular industry or sector. In connection with (4) above, information
derived from the following chart may be used:
IRA Versus Taxable Return
Assuming 9% annual rate of return, $2,000 annual contribution and
28% tax bracket.
Year Taxable Tax Deferred
____ _______ ____________
10 $ 28,700 $ 33,100
15 51,400 64,000
20 82,500 111,500
25 125,100 184,600
30 183,300 297,200
IRAs
An IRA is a long-term investment whose objective is to
accumulate personal savings for retirement. Due to the long-term nature of
the investment, even slight differences in performance will result in
significantly different assets at retirement. Mutual funds, with their
diversity of choice, can be used for IRA investments. Generally, individuals
may need to adjust their underlying IRA investments as their time to
retirement and tolerance for risk changes.
Other Features and Benefits
Each Fund is a member of the T. Rowe Price Family of Funds and
may help investors achieve various long-term investment goals, such as
investing money for retirement, saving for a down payment on a home, or paying
college costs. To explain how the Fund could be used to assist investors in
planning for these goals and to illustrate basic principles of investing,
various worksheets and guides prepared by T. Rowe Price Associates, Inc.
and/or T. Rowe Price Investment Services, Inc. may be made available. These
currently include: the Asset Mix Worksheet which is designed to show
shareholders how to reduce their investment risk by developing a diversified
PAGE 51
investment plan: the College Planning Guide which discusses various aspects of
financial planning to meet college expenses and assists parents in projecting
the costs of a college education for their children; the Retirement Planning
Kit (also available in a PC version) which includes a detailed workbook to
determine how much money you may need for retirement and suggests how you
might invest to reach your goal; and the Retirees Financial Guide which
includes a detailed workbook to determine how much money you can afford to
spend and still preserve your purchasing power and suggest how you might
invest to reach your goal. From time to time, other worksheets and guides may
be made available as well. Of course, an investment in the Fund cannot
guarantee that such goals will be met.
To assist investors in understanding the different returns and
risk characteristics of various investments, the aforementioned guides will
include presentation of historical returns of various investments using
published indices. An example of this is shown on the next page.
Historical Returns for Different Investments
Annualized returns for periods ended 12/31/93
50 years 20 years 10 years 5 years
Small-Company Stocks 15.3% 18.8% 10.0% 13.3%
Large-Company Stocks 12.3 12.8 14.9 14.5
Foreign Stocks N/A 14.4 17.9 2.3
Long-Term Corporate Bonds 5.6 10.2 14.0 13.0
Intermediate-Term U.S.
Gov't. Bonds 5.7 9.8 11.4 11.3
Treasury Bills 4.6 7.5 6.4 5.6
U.S. Inflation 4.3 5.9 3.7 3.9
Sources: Ibbotson Associates, Morgan Stanley. Foreign stocks reflect
performance of The Morgan Stanley Capital International EAFE Index, which
includes some 1,000 companies representing the stock markets of Europe,
Australia, New Zealand, and the Far East. This chart is for illustrative
purposes only and should not be considered as performance for, or the
annualized return of, any T. Rowe Price Fund. Past performance does not
guarantee future results.
Also included will be various portfolios demonstrating how these
historical indices would have performed in various combinations over a
specified time period in terms of return. An example of this is shown below.
PAGE 52
Performance of Retirement Portfolios*
Asset Mix Average Annualized Value
Returns 20 Years of
Ended 12/31/93 $10,000
Investment
After Period
_____________________ ______________________ ____________
Nominal Real Best Worst
Portfolio Growth Income Safety Return Return** Year Year
I. Low
Risk 40% 40% 20% 11.3% 5.4% 24.9% -9.3% $ 79,775
II. Moderate
Risk 60% 30% 10% 12.1% 6.2% 29.1%-15.6% $ 90,248
III. High
Risk 80% 20% 0% 12.9% 7.0% 33.4%-21.9% $100,031
Source: T. Rowe Price Associates; data supplied by Lehman Brothers, Wilshire
Associates, and Ibbotson Associates.
* Based on actual performance for the 20 years ended 1993 of stocks (85%
Wilshire 5000 and 15% Europe, Australia, Far East [EAFE] Index), bonds
(Lehman Brothers Aggregate Bond Index from 1976-93 and Lehman Brothers
Government/Corporate Bond Index from 1974-75), and 30-day Treasury bills
from January 1974 through December 1993. Past performance does not
guarantee future results. Figures include changes in principal value and
reinvested dividends and assume the same asset mix is maintained each
year. This exhibit is for illustrative purposes only and is not
representative of the performance of any T. Rowe Price fund.
** Based on inflation rate of 5.9% for the 20-year period ended 12/31/93.
From time to time, Insights, a T. Rowe Price publication of reports
on specific investment topics and strategies, may be included in the Fund's
fulfillment kit. Such reports may include information concerning:
calculating taxable gains and losses on mutual fund transactions, coping with
stock market volatility, benefiting from dollar cost averaging, understanding
international markets, investing in high-yield "junk" bonds, growth stock
investing, conservative stock investing, value investing, investing in small
companies, tax-free investing, fixed income investing, investing in mortgage-
backed securities, as well as other topics and strategies.
Redemptions in Kind
In the unlikely event a shareholder in any of the International
Funds were to receive an in kind redemption of portfolio securities of a Fund,
brokerage fees could be incurred by the shareholder in subsequent sale of such
securities.
Issuance of Fund Shares for Securities
Transactions involving issuance of a Fund's shares for securities
PAGE 53
or assets other than cash will be limited to (1) bona fide reorganizations;
(2) statutory mergers; or (3) other acquisitions of portfolio securities that:
(a) meet the investment objectives and policies of the Fund; (b) are acquired
for investment and not for resale except in accordance with applicable law;
(c) have a value that is readily ascertainable via listing on or trading in a
recognized United States or international exchange or market; and (d) are not
illiquid.
MANAGEMENT OF FUNDS
The officers and directors of the Funds are listed below. Unless
otherwise noted, the address of each is 100 East Pratt Street, Baltimore,
Maryland 21202. Except as indicated, each has been an employee of T. Rowe
Price for more than five years. In the list below, the Funds' directors who
are considered "interested persons" of T. Rowe Price or the Fund as defined
under Section 2(a)(19) of the Investment Company Act of 1940 are noted with an
asterisk (*). These directors are referred to as inside directors by virtue
of their officership, directorship, and/or employment with T. Rowe Price.
*M. DAVID TESTA, Chairman of the Board--Chairman of the Board, Price-Fleming;
Managing Director, T. Rowe Price; Vice President and Director, T. Rowe
Price Trust Company; Chartered Financial Analyst
*MARTIN G. WADE, President and Director--President, Price-Fleming; Director,
Robert Fleming Holdings Limited; Address: 25 Copthall Avenue, London, EC2R
7DR, England
LEO C. BAILEY, Director--Retired; Address: 3396 South Placita Fabula, Green
Valley, Arizona 85614
ANTHONY W. DEERING, Director--Director, President and Chief Operating Officer,
The Rouse Company, real estate developers, Columbia, Maryland; Advisory
Director, Kleinwort, Benson (North America) Corporation, a registered
broker-dealer; Address: 10275 Little Patuxent Parkway, Columbia, Maryland
21044
DONALD W. DICK, JR., Director--Principal, Overseas Partners, Inc., a financial
investment firm; formerly (6/65-3/89) Director and Vice President-Consumer
Products Division, McCormick & Company, Inc., international food
processors; Director, Waverly Press, Inc., Baltimore, Maryland; Address:
375 Park Avenue, Suite 2201, New York, New York 10152
ADDISON LANIER, Director--Financial management; President and Director, Thomas
Emery's Sons, Inc., and Emery Group, Inc.; Director, Scinet Development
and Holdings, Inc.; Address: 441 Vine Street, #2310, Cincinnati, Ohio
45202-2913
DAVID P. BOARDMAN, Executive Vice President--Executive Vice President, Price-
Fleming
CHRISTOPHER D. ALDERSON, Vice President--Vice President, Price-Fleming
PETER B. ASKEW, Vice President--Vice President, Price-Fleming
RICHARD J. BRUCE, Vice President--Vice President of Price-Fleming; formerly
(1985-1990) Investment Manager, Jardine Fleming Investment Advisers, Tokyo
ROBERT P. CAMPBELL, Vice President--Vice President, T. Rowe Price and Rowe
Price-Fleming International Inc.; formerly (4/80-5/90) Vice President and
Director, Private Finance, New York Life Insurance Company, New York, New
York
MARK J. T. EDWARDS, Vice President--Vice President, Price-Fleming
JOHN R. FORD, Vice President--Executive Vice President, Price-Fleming
HENRY H. HOPKINS, Vice President--Vice President, Price-Fleming and T. Rowe
Price Retirement Plan Services, Inc.; Managing Director, T. Rowe Price;
PAGE 54
Vice President and Director, T. Rowe Price Investment Services, Inc.,
T. Rowe Price Services, Inc. and T. Rowe Price Trust Company
ROBERT C. HOWE, Vice President--Vice President, Price-Fleming and T. Rowe
Price
STEPHEN ILOTT, Vice President--Employee, Price-Fleming; formerly (1988-1991)
portfolio management, Fixed Income Portfolios Group, Robert Fleming
Holdings Limited, London
GEORGE A. MURNAGHAN, Vice President--Vice President, Price-Fleming, T. Rowe
Price, T. Rowe Price Trust Company, and T. Rowe Price Investment Services,
Inc.
JAMES S. RIEPE, Vice President--Managing Director, T. Rowe Price; Chairman of
the Board, T. Rowe Price Services, Inc., T. Rowe Price Retirement Plan
Services, Inc. and T. Rowe Price Trust Company; President and Director, T.
Rowe Price Investment Services, Inc.; Director, Rhone-Poulenc Rorer, Inc.
CHRISTOPHER ROTHERY, Vice President--Employee, Price-Fleming; formerly
(1987-1989) employee of Robert Fleming Holdings Limited, London
CHARLES H. SALISBURY, JR., Vice President--Vice President and Director,
Price-Fleming; Managing Director, T. Rowe Price; President, Trust Officer
and Director, T. Rowe Price Trust Company; Director, T. Rowe Price
Retirement Plan Services, Inc.
JAMES B. M. SEDDON, Vice President--Vice President, Price-Fleming
CHARLES P. SMITH, Vice President--Managing Director, T. Rowe Price; Vice
President, Rowe Price-Fleming International, Inc.
BENEDICT R. F. THOMAS, Vice President--Vice President, Price-Fleming
PETER VAN DYKE, Vice President--Managing Director, T. Rowe Price; Vice
President, Rowe Price-Fleming International, Inc.
DAVID J. L. WARREN, Vice President--Executive Vice President, Price-Fleming
WILLIAM F. WENDLER, II, Vice President--Vice President, Price-Fleming, T. Rowe
Price and T. Rowe Price Investment Services, Inc.
EDWARD A. WIESE, Vice President--Vice President, T. Rowe Price, Rowe Price-
Fleming International, Inc. and T. Rowe Price Trust Company
LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
CARMEN F. DEYESU, Treasurer--Vice President, T. Rowe Price, T. Rowe Price
Services, Inc., and T. Rowe Price Trust Company
DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T. Rowe Price
Services, Inc., and T. Rowe Price Trust Company
ANN B. CRANMER, Assistant Vice President--Vice President, Price-Fleming
ROGER L. FIERY, Assistant Vice President--Vice President, Rowe Price-Fleming
International, Inc.
LEAH P. HOLMES, Assistant Vice President--Vice President, Price-Fleming and
Assistant Vice
President of Price Associates
EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T. Rowe Price
Services, Inc.
INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T. Rowe Price
The Funds' Executive Committee, comprised of Messrs. Testa and Wade, has
been authorized by the Board of Directors to exercise all of the powers of the
Board to manage the Funds in the intervals between meetings of the Board,
except the powers prohibited by statute from being delegated.
PRINCIPAL HOLDERS OF SECURITIES
As of the date of the prospectus, the officers and directors of the
Funds, as a group, owned less than 1% of the outstanding shares of each Fund.
PAGE 55
As of December 31, 1993, each of the following shareholders
beneficially owned more than 5% of the outstanding shares of the New Asia and
European Stock Funds, respectively: Charles Scwab & Co. Inc., Reinvestment
Account, Attn.: Mutual Fund Dept., 101 Montgomery Street, San Francisco,
California 94104-4122; and United States Fidelity Guaranty Company, 100 Light
Street, Baltimore, Maryland 21202-1004.
INVESTMENT MANAGEMENT SERVICES
Services
Under the Management Agreement, Price-Fleming provides each Fund
with discretionary investment services. Specifically, Price-Fleming is
responsible for supervising and directing the investments of each Fund in
accordance with the Fund's investment objective, program, and restrictions as
provided in its prospectus and this Statement of Additional Information.
Price-Fleming is also responsible for effecting all security transactions on
behalf of each Fund, 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 the Funds' corporate
existence, corporate records, and registering and qualifying Fund shares under
federal and state laws; monitoring the financial, accounting, and
administrative functions of each Fund; maintaining liaison with the agents
employed by each Fund such as the Fund's custodian and transfer agent;
assisting each Fund in the coordination of such agents' activities; and
permitting Price-Fleming's employees to serve as officers, directors, and
committee members of each Fund without cost to the Fund.
The Management Agreement also provides that Price-Fleming, its
directors, officers, employees, and certain other persons performing specific
functions for each Fund will only be liable to the Fund for losses resulting
from willful misfeasance, bad faith, gross negligence, or reckless disregard
of duty.
Under the Management Agreement, Price-Fleming is permitted to
utilize the services or facilities of others to provide it or the Funds 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 the Management Agreement or otherwise helpful to the Funds.
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
PAGE 56
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.
Robert Fleming personnel have extensive research resources
throughout the world. A strong emphasis is placed on direct contact with
companies in the research universe. Robert Fleming personnel, who frequently
speak the local language, have access to the full range of research products
available in the market place and are encouraged to produce independent work
dedicated solely to portfolio investment management, which adds value to that
generally available.
Management Fee
Each Fund pays Price-Fleming a fee ("Fee") which consists of two
components: a Group Management Fee ("Group Fee") and an Individual Fund Fee
("Fund Fee"). The Fee is paid monthly to Price-Fleming on the first business
day of the next succeeding calendar month and is calculated as described
below.
The monthly Group Fee ("Monthly Group Fee") is the sum of the daily
Group Fee accruals ("Daily Group Fee Accruals") for each month. The Daily
Group Fee Accrual for any particular day is computed by multiplying the Price
Funds' group fee accrual as determined below ("Daily Price Funds' Group Fee
Accrual") by the ratio of each Fund's net assets for that day to the sum of
the aggregate net assets of the Price Funds for that day. The Daily Price
Funds' Group Fee Accrual for any particular day is calculated by multiplying
the fraction of one (1) over the number of calendar days in the year by the
annualized Daily Price Funds' Group Fee Accrual for that day as determined in
accordance with the following schedule:
Price Funds'
Annual Group Base Fee
Rate for Each Level of Assets
_________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter
PAGE 57
For the purpose of calculating the Group Fee, the Price Funds
include all the mutual funds distributed by T. Rowe Price Investment Services,
Inc. (excluding T. Rowe Price Spectrum Fund, Inc. and any institutional or
private label mutual funds). For the purpose of calculating the Daily Price
Funds' Group Fee Accrual for any particular day, the net assets of each Price
Fund are determined in accordance with the Funds' prospectus as of the close
of business on the previous business day on which the Fund was open for
business.
The monthly Fund Fee ("Monthly Fund Fee") is the sum of the daily
Fund Fee accruals ("Daily Fund Fee Accruals") for each month. The Daily Fund
Fee Accrual for any particular day is computed by multiplying the fraction of
one (1) over the number of calendar days in the year by the Fund Fee Rate of
0.35% for the International Stock Fund, 0.50% each for the European Stock,
Japan and New Asia Funds, 0.75% each for the International Discovery and Latin
America Funds, and multiplying this product by the net assets of the Fund for
that day, as determined in accordance with the Funds' prospectus as of the
close of business on the previous business day on which the Fund was open for
business.
The following chart sets forth the total management fees if any,
paid to Price-Fleming by the Funds, during the last three years:
International Stock International Discovery Japan
1993 $14,955,000 1993 $1,982,000 1993 $458,000
1992 $12,522,000 1992 $1,798,000 1992 $ 19,000
1991 $ 9,233,000 1991 $1,549,000 1991 *
European Stock New Asia Latin America
1993 $1,422,000 1993 $4,937,000 1993 *
1992 $1,198,000 1992 $1,954,000 1992 *
1991 $ 976,000 1991 $ 449,000 1991 *
*Prior to commencement of Fund operations.
Limitation on Fund Expenses
The Management Agreement between each Fund and Price-Fleming
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 each Fund for certain expenses
which in any year exceed the limits prescribed by any state in which the
Fund's 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 a
Fund's average daily net 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 each 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.
International Discovery Fund
In the interest of limiting the expenses of the Fund, Price-Fleming
PAGE 58
agreed to bear any expenses through December 31, 1990, which would cause the
Fund's ratio of expenses to average net assets to exceed 1.50%. Effective
January 1, 1991, Price-Fleming agreed to extend the Fund's expense ratio for a
period of two years through December 31, 1992. Effective January 1, 1993
Price-Fleming agreed to extend the 1.50% expense limitation through December
31, 1993. Expenses paid or assumed by Price-Fleming under each agreement, are
subject to reimbursement to Price-Fleming the Fund whenever the Fund's expense
ratio is below 1.50%; however, no reimbursement will be made after December
31, 1992 (for the initial agreement), December 31, 1994 (for the first
extension), December 31, 1995 (for the second extension), or if it would
result in the expense ratio exceeding 1.50%. The Management Agreement also
provides that one or more additional expense limitation periods may be
implemented after the expiration of the one on December 31, 1990, and that
with respect to any additional limitation period (of the same or different
time periods), the Fund may reimburse Price-Fleming, provided the
reimbursement does not result in the Fund's aggregate expenses exceeding the
additional expense limitation or any applicable state expense limitation.
Pursuant to the first extension $185,000 of management fees were
not accrued by the Fund for the year ended December 31, 1992. Additionally,
$360,000 of unaccrued fees from 1991 are subject to reimbursement through
December 31, 1994. Unpaid fees and expenses aggregating $1,312,000 from 1989
and 1990 were permanently waived by Price-Fleming at December 31, 1992.
Japan Fund
In the interest of limiting the expenses of the Fund during its
initial period of operations, Price-Fleming agreed to bear any expenses
through December 31, 1993, which would cause the Fund's ratio of expenses to
average net assets to exceed 1.50%. Effective January 1, 1994 Price-Fleming
agreed to extend the 1.50% expense limitation through October 31, 1995.
Expenses paid or assumed by Price-Fleming under each agreement are subject to
reimbursement to Price-Fleming by the Fund whenever the Fund's expense ratio
is below 1.50%; however, no reimbursement will be made after December 31, 1995
(for the initial agreement), October 31, 1997 (for the second agreement), or
if it would result in the expense ratio exceeding 1.50%. The 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 one on December 31, 1993, 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 initial agreement,
$211,000 of management fees were not accrued by the Fund for the period ended
December 31, 1992.
Latin America Fund
In the interest of limiting the expenses of the Fund during its
initial period of operations, Price-Fleming agreed to bear any expenses
through October 31, 1995, which would cause the Fund's ratio of expenses to
average net assets to exceed 2.00%. Expenses paid or assumed under this
agreement are subject to reimbursement to Price-Fleming by the Fund whenever
the Fund's expense ratio is below 2.00%; however, no reimbursement will be
made after October 31, 1997, or if it would result in the expense ratio
exceeding 2.00%. The Management Agreement also provides that one or more
additional expense limitation periods (of the same or different time periods)
PAGE 59
may be implemented after the expiration of the current one on October 31,
1995, and that with respect to any such additional limitation period, the
Fund's may reimburse Price-Fleming, provided the reimbursement does not result
in the Fund's aggregate expenses exceeding the additional expense limitation
or any applicable state expense limitation.
T. Rowe Price Spectrum Fund, Inc. (International Stock Fund)
The Fund is a party to a Special Servicing Agreement ("Agreement")
between and among T. Rowe Price Spectrum Fund, Inc. ("Spectrum Fund"), T. Rowe
Price, T. Rowe Price Services, Inc. and various other T. Rowe Price funds
which, along with the Fund, are funds in which Spectrum Fund invests
(collectively all such funds "Underlying Price Funds").
The Agreement provides that, if the Board of Directors/Trustees of
any Underlying Price Fund determines that such Underlying Fund's share of the
aggregate expenses of Spectrum Fund is less than the estimated savings to the
Underlying Price Fund from the operation of Spectrum Fund, the Underlying
Price Fund will bear those expenses in proportion to the average daily value
of its shares owned by Spectrum Fund, provided further that no Underlying
Price Fund will bear such expenses in excess of the estimated savings to it.
Such savings are expected to result primarily from the elimination of numerous
separate shareholder accounts which are or would have been invested directly
in the Underlying Price Funds and the resulting reduction in shareholder
servicing costs. Although such cost savings are not certain, the estimated
savings to the Underlying Price Funds generated by the operation of Spectrum
Fund are expected to be sufficient to offset most, if not all, of the expenses
incurred by Spectrum Fund.
DISTRIBUTOR FOR FUNDS
T. Rowe Price Investment Services, Inc. ("Investment Services"), a
Maryland corporation formed in 1980 as a wholly-owned subsidiary of T. Rowe
Price, serves as the Funds' distributor. Investment Services is registered as
a broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. The offering of each
Fund's shares is continuous.
Investment Services is located at the same address as the Funds and
T. Rowe Price -- 100 East Pratt Street, Baltimore, Maryland 21202.
Investment Services serves as distributor to the Funds pursuant to
an Underwriting Agreement ("Underwriting Agreement"), which provides that each
Fund will pay all fees and expenses in connection with: registering and
qualifying its shares under the various state "blue sky" laws; preparing,
setting in type, printing, and mailing its prospectuses and reports to
shareholders; and issuing its shares, including expenses of confirming
purchase orders.
The Underwriting Agreement provides that Investment Services will
pay all fees and expenses in connection with: printing and distributing
prospectuses and reports for use in offering and selling Fund shares;
preparing, setting in type, printing, and mailing all sales literature and
advertising; Investment Services' federal and state registrations as a
broker-dealer; and offering and selling Fund shares, except for those fees and
PAGE 60
expenses specifically assumed by each Fund. Investment Services' expenses are
paid by T. Rowe Price.
Investment Services acts as the agent of each Fund in connection
with the sale of its shares in all states in which the shares are qualified
and in which Investment Services is qualified as a broker-dealer. Under the
Underwriting Agreement, Investment Services accepts orders for Fund shares at
net asset value. No sales charges are paid by investors or the Funds.
CUSTODIAN
State Street Bank and Trust Company (the "Bank") is the custodian
for the Funds' securities and cash, but it does not participate in the Funds'
investment decisions. Portfolio securities purchased in the U.S. are
maintained in the custody of the Bank and may be entered into the Federal
Reserve Book Entry System, or the security depository system of the Depository
Trust Corporation. The Funds have entered into a Custodian Agreement with The
Chase Manhattan Bank, N.A., London, pursuant to which portfolio securities
which are purchased outside the United States are maintained in the custody of
various foreign branches of The Chase Manhattan Bank and such other
custodians, including foreign banks and foreign securities depositories in
accordance with regulations under the Investment Company Act of 1940. The
Bank's main office is at 225 Franklin Street, Boston, Massachusetts 02110.
The address for The Chase Manhattan Bank, N.A., London is Woolgate House,
Coleman Street, London, EC2P 2HD, England.
PORTFOLIO TRANSACTIONS
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
PAGE 61
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.
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.
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
PAGE 62
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.
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.
PAGE 63
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.
The Board of Directors of the Funds 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 Investment Company Act of 1940 (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.
During the year 1993, the International Stock, International
Discovery, New Asia and Japan Funds paid $1,198,000, $245,000, $1,834,000, and
$111,000, respectively, in total brokerage commissions in connection with
their portfolio transactions. The brokerage commissions paid to JFS
represented 22%, 19%, 27%, and 27%, respectively, of the Funds' aggregate
brokerage commissions paid during 1993. The aggregate dollar amount of
PAGE 64
transactions effected through JFS, involving the payment of commissions
represented 18%, 13%, 28%, and 25%, respectively, of the aggregate dollar
amount of all transactions involving the payment of commissions during 1993.
International Stock and European Stock Funds paid to RF&Co., $100,000, and
$1,000, respectively, in total brokerage commissions in connection with their
portfolio transactions. The brokerage commissions paid to RF&Co. represented
2%, and 1%, respectively, of the Funds' aggregate brokerage commissions paid
during 1993. The aggregate dollar amount of transactions effected through
RF&Co., involving the payment of commissions represented 2%, and 1%,
respectively, of the aggregate dollar amount of all transactions involving the
payment of commissions during 1993. Japan Fund paid to Robert Fleming, Inc.
(a New York brokerage firm), $1,000 in total brokerage commissions in
connection with their portfolio transactions. The brokerage commissions paid
to Robert Fleming, Inc. (a New York brokerage firm) represented 1%, of the
Funds' aggregate brokerage commissions paid during 1993. The aggregate dollar
amount of transactions effected through RF&Co., involving the payment of
commissions represented 1%, of the aggregate dollar amount of all transactions
involving the payment of commissions during 1993. In accordance with the
written procedures adopted pursuant to Rule 17e-1, the independent directors
of each Fund reviewed the 1993 transactions with affiliated brokers and
determined that such transactions resulted in an economic advantage to the
Funds either in the form of lower execution costs or otherwise.
Other
For the years 1993, 1992, and 1991, the total brokerage commissions
paid by International Stock Fund, including the discounts received by
securities dealers in connection with underwritings, were $5,419,000,
$4,052,000, and $3,119,000, respectively. Of these commissions, approximately
76%, 85%, and 90%, respectively, were paid to firms which provided research,
statistical, or other services to Price-Fleming in connection with the
management of the Fund or, in some cases, to the Fund.
The portfolio turnover rate of the International Stock Fund for
each of the last three years has been as follows: 1993--29.8%, 1992--37.8%,
and 1991--45.0%, respectively.
For the years 1993, 1992, and 1991, the total brokerage commissions
paid by the International Discovery Fund, including the discounts received by
securities dealers in connection with underwritings, were $1,277,000,
$458,000, and $778,000, respectively. Of these commissions, approximately
81%, 81%, and 78%, respectively, were paid to firms which provided research,
statistical, or other services to Price-Fleming in connection with the
management of the Fund or, in some cases, to the Fund.
The portfolio turnover rate of the International Discovery Fund for
each of the last three years has been as follows: 1993--71.8%, 1992--38.0%,
and 1991--56.3%, respectively.
For the years 1993, 1992, and 1991, the total brokerage commissions
paid by the European Stock Fund, including the discounts received by
securities dealers in connection with underwritings, were $182,000, $328,000,
and $214,000, respectively. Of these commissions, approximately 99% was paid
for 1993 and for 1992, and 1991, all commissions were paid to firms which
provided research, statistical, or other services to Price-Fleming in
connection with the management of the Fund or, in some cases, to the Fund.
PAGE 65
The portfolio turnover rate of the European Stock Fund for each of
the last three years has been as follows: 1993--21.3%, 1992--52.0%, and 1991-
- -57.7%, respectively.
For the years 1993, and 1992, the total brokerage commissions paid
by the Japan Fund, including the discounts received by securities dealers in
connection with underwritings, were $412,000, and $277,000, respectively. Of
these commissions, approximately 73%, and 91% were paid to firms which
provided research, statistical, or other services to Price-Fleming in
connection with the management of the Fund or, in some cases, to the Fund.
The portfolio turnover rate of the Japan Fund for the years 1993,
and 1992, has been as follows: 1993--61.4%, and 1992--41.6%.
For the years 1993, 1992, and 1991, the total brokerage commissions
paid by the New Asia Fund, including the discounts received by securities
dealers in connection with underwritings, were $6,642,000, $1,757,000, and
$794,000, respectively. Of these commissions, approximately 72%, 64%, and
64%, respectively, were paid to firms which provided research, statistical, or
other services to Price-Fleming in connection with the management of the Fund
or, in some cases, to the Fund.
The portfolio turnover rate of the New Asia Fund for each of the
last three years has been as follows: 1993-40.4%, 1992--36.3%, and 1991--
49.0%, respectively.
PRICING OF SECURITIES
Equity securities listed or regularly traded on a securities
exchange (including NASDAQ) are valued at the last quoted sales price at the
time the valuations are made. A security which is listed or traded on more
than one exchange is valued at the quotation on the exchange determined to be
the primary market for such security. Other equity securities and those
listed securities that are not traded on a particular day are valued at a
price within the limits of the latest bid and asked prices deemed by the Board
of Directors or by persons delegated by the Board, best to reflect fair value.
Debt securities are generally traded in the over-the-counter market
and are valued at a price deemed best to reflect fair value as quoted by
dealers who make markets in these securities or by an independent pricing
service. Short-term debt securities are valued at their cost in local
currency which, when combined with accrued interest, approximates fair value.
For purposes of determining each Fund's net asset value per share,
all assets and liabilities initially expressed in foreign currencies are
converted into U.S. dollars at the mean of the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank.
Assets and liabilities for which the above valuation procedures are
inappropriate or are deemed not to reflect fair value are stated at fair value
as determined in good faith by or under the supervision of the officers of the
Funds, as authorized by the Board of Directors.
Trading in the portfolio securities of each Fund may take place in
various foreign markets on certain days (such as Saturday) when the Funds are
PAGE 66
not open for business and do not calculate their net asset values. In
addition, trading in a Fund's portfolio securities may not occur on days when
the Fund is open. The calculation of each Fund's net asset value normally
will not take place contemporaneously with the determination of the value of
the Fund's portfolio securities. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the
time each Fund's net asset value is calculated will not be reflected in the
Fund's net asset value unless Price-Fleming, under the supervision of the
Fund's Board of Directors, determines that the particular event should be
taken into account in computing the Fund's net asset value.
NET ASSET VALUE PER SHARE
The purchase and redemption price of each Fund's shares is equal to
that Fund's net asset value per share or share price. Each Fund determines
its net asset value per share by subtracting its liabilities (including
accrued expenses and dividends payable) from its total assets (the market
value of the securities the Fund holds plus cash and other assets, including
income accrued but not yet received) and dividing the result by the total
number of shares outstanding. The net asset value per share of each Fund,
other than the Japan Fund, is calculated as of the close of trading on the New
York Stock Exchange ("NYSE") every day the NYSE is open for trading. The net
asset value per share of the Japan Fund is calculated as of the close of
trading on the NYSE each day the NYSE and the Tokyo Stock Exchange ("TSE") are
both open. The NYSE is closed on the following days: New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. The TSE is scheduled to be closed on the
following week days in 1993: January 1, 15; February 11; April 29; May 3, 4,
5; September 15, 23; October 11; November 3, 23; and December 23, 31, as well
as the following week days in 1994: January 3; February 11; March 21; April
29; May 3, 4, 5; September 15, 23; October 10; November 3, 23; and December
23. If the TSE closes on any additional or different dates, the Japan Fund
will be closed on such dates.
Determination of net asset value (and the offering, sale,
redemption and repurchase of shares) for a Fund may be suspended at times (a)
during which the NYSE is closed, other than customary weekend and holiday
closings, or in the case of the Japan Fund, either the NYSE or TSE is closed,
(b) during which trading on any of such Exchanges is restricted (c) during
which an emergency exists as a result of which disposal by a Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or
(d) during which a governmental body having jurisdiction over the Fund may by
order permit such a suspension for the protection of the Fund's shareholders;
provided that applicable rules and regulations of the Securities and Exchange
Commission (or any succeeding governmental authority) shall govern as to
whether the conditions prescribed in (b), (c) or (d) exist.
DIVIDENDS
Unless you elect otherwise, dividends and capital gain
distributions will be reinvested on the reinvestment date using the NAV per
share of that date. The reinvestment date normally precedes the payment date
by about 10 days although the exact timing is subject to change.
PAGE 67
TAX STATUS
Each Fund intends to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code").
Dividends and distributions paid by the Funds are not eligible for
the dividends-received deduction for corporate shareholders, if as expected,
none of the Fund's income consists of dividends paid by United States
corporations. Capital gain distributions paid from these Funds are never
eligible for this deduction. For tax purposes, it does not make any
difference whether dividends and capital gain distributions are paid in cash
or in additional shares. Each Fund must declare dividends equal to at least
98% of ordinary income (as of December 31) and capital gains (as of October
31) in order to avoid a federal excise tax and distribute 100% of ordinary
income and capital gains as of December 31 to avoid federal income tax.
Foreign currency gains and losses, including the portion of gain or
loss on the sale of debt securities attributable to foreign exchange rate
fluctuations are taxable as ordinary income. If the net effect of these
transactions is a gain, the dividend paid by the fund will be increased; if
the result is a loss, the income dividend paid by the Funds will be decreased.
Adjustments, to reflect these gains and losses will be made at the end of each
Fund's taxable year.
At the time of your purchase, each Fund's net asset value may
reflect undistributed income, capital gains or net unrealized appreciation or
depreciation of securities held by each Fund. A subsequent distribution to
you of such amounts, although constituting a return of your investment, would
be taxable either as dividends or capital gain distributions. For federal
income tax purposes, each Fund is permitted to carry forward its net realized
capital losses, if any, for eight years, and realize net capital gains up to
the amount of such losses without being required to pay taxes on, or
distribute such gains. On March 31, 1994, the books of the International
Stock Fund indicated that the Fund's aggregate net assets included
undistributed net income of $___________, net realized capital losses of
$__________ and unrealized appreciation of $____________. On March 31, 1994,
the books of the International Discovery Fund's aggregate net assets included
undistributed net income of $___________, net realized capital losses of
$______________, and unrealized appreciation of $_____________. On March 31,
1994, the books of the European Stock Fund indicated that the Fund's aggregate
net assets included undistributed net income of $_____________, net realized
capital losses of $______________, and unrealized depreciation of
$_____________. On March 31, 1994, the books of the Japan Fund indicated that
the Fund's aggregate net assets included undistributed net income of
$_________, net realized capital losses of $__________, and unrealized
appreciation of $____________. On March 31, 1994, the books of the New Asia
Fund indicated that the Fund's aggregate net assets included undistributed net
income of $_____________, net realized capital losses of $______________, and
unrealized appreciation of $________________.
Income received by each Fund from sources within various foreign
countries may be subject to foreign income taxes withheld at the source.
Under the Code, if more than 50% of the value of a Fund's total assets at the
close of its taxable year comprise securities issued by foreign corporations,
PAGE 68
the Fund may file an election with the Internal Revenue Service to "pass
through" to the Fund's shareholders the amount of any foreign income taxes
paid by the Fund. Pursuant to this election, shareholders will be required
to: (i) include in gross income, even though not actually received, their
respective pro rata share of foreign taxes paid by the Fund; (ii) treat their
pro rata share of foreign taxes as paid by them; and (iii) either deduct their
pro rata share of foreign taxes in computing their taxable income, or use it
as a foreign tax credit against U.S. income taxes (but not both). No
deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions.
Each Fund intends to meet the requirements of the Code to "pass
through" to its shareholders foreign income taxes paid, but there can be no
assurance that a Fund will be able to do so. Each shareholder will be
notified within 60 days after the close of each taxable year of a Fund, if
that Fund will "pass through" foreign taxes paid for that year, and, if so,
the amount of each shareholder's pro rata share (by country) of (i) the
foreign taxes paid, and (ii) the Fund's gross income from foreign sources. Of
course, shareholders who are not liable for federal income taxes, such as
retirement plans qualified under Section 401 of the Code, will not be affected
by any such "pass through" of foreign tax credits.
If, in any taxable year, a Fund should not qualify as a regulated
investment company under the Code: (i) the Fund would be taxed at normal
corporate rates on the entire amount of its taxable income without deduction
for dividends or other distributions to shareholders; (ii) the Fund's
distributions to the extent made out of the Fund's current or accumulated
earnings and profits would be taxable to shareholders as ordinary dividends
(regardless of whether they would otherwise have been considered capital gain
dividends), and the Funds may qualify for the 70% deduction for dividends
received by corporations; and (iii) foreign tax credits would not "pass
through" to shareholders.
Taxation of Foreign Shareholders
The Code provides that dividends from net income (which are deemed
to include for this purpose each shareholder's pro rata share of foreign taxes
paid by each Fund - see discussion of "pass through" of the foreign tax credit
to U.S. shareholders), will be subject to U.S. tax. For shareholders who are
not engaged in a business in the U.S., this tax would be imposed at the rate
of 30% upon the gross amount of the dividend in the absence of a Tax Treaty
providing for a reduced rate or exemption from U.S. taxation. Distributions
of net long-term capital gains realized by each Fund are not subject to tax
unless the foreign shareholder is a nonresident alien individual who was
physically present in the U.S. during the tax year for more than 182 days.
CAPITAL STOCK
The T. Rowe Price International Funds, Inc. (the "Corporation") was
originally organized in 1979 as a Maryland corporation under the name T. Rowe
Price International Fund, Inc. ("the Old Corporation"). Pursuant to the
Annual Meeting of Shareholders held on April 22, 1986, an Agreement and Plan
of Reorganization and Liquidation was adopted in order to convert the Old
Corporation from a Maryland corporation to a Massachusetts Business Trust,
named the T. Rowe Price International Trust ("the Trust"). This conversion
PAGE 69
became effective on May 1, 1986. Pursuant to the Annual Meeting of
Shareholders held on April 19, 1990, an Agreement and Plan of Reorganization
and Liquidation was adopted in order to convert the Trust from a Massachusetts
Business Trust to a Maryland corporation. This conversion become effective
May 1, 1990. The Corporation is registered with the Securities and Exchange
Commission under the 1940 Act as a diversified, open-end investment company,
commonly known as a "mutual fund."
Currently, the Corporation consists of nine series, each of which
represents a separate class of the Corporation's shares and has different
objectives and investment policies. The International Bond Fund was added as
a separate series of the Trust in 1986, and the designation of the existing
series of the Trust was, at that time, changed to the International Stock
Fund. In 1988 and 1990, respectively, the International Discovery and
European Stock Funds were added as separate series of the Trust. Effective
May 1, 1990, all series of the Trust became series of the Corporation. In the
same year, after the May 1, 1990 reorganization, the New Asia and Global
Government Bond Funds were added as separate series of the Corporation. The
Japan, Short-Term Global Income and Latin America Funds were added as separate
series of the Corporation in 1991, 1992, and 1993, respectively. The Short-
Term Global Income, Global Government Bond and International Bond Funds are
described in a separate Statement of Additional Information. The Charter also
provides that the Board of Directors may issue additional series of shares.
The Funds' Charter authorizes the Board of Directors to classify
and reclassify any and all shares which are then unissued, including unissued
shares of capital stock into any number of classes or series, each class or
series consisting of such number of shares and having such designations, such
powers, preferences, rights, qualifications, limitations, and restrictions, as
shall be determined by the Board subject to the Investment Company Act and
other applicable law. The shares of any such additional classes or series
might therefore differ from the shares of the present class and series of
capital stock and from each other as to preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption, subject to applicable
law, and might thus be superior or inferior to the capital stock or to other
classes or series in various characteristics. The Board of Directors may
increase or decrease the aggregate number of shares of stock or the number of
shares of stock of any class or series that each Fund has authorized to issue
without shareholder approval.
Each share of each series has equal voting rights with every other
share of every other series, and all shares of all series vote as a single
group except where a separate vote of any class or series is required by the
1940 Act, the laws of the State of Maryland, the Corporation's Articles of
Incorporation, the By-Laws of the Corporation, or as the Board of Directors
may determine in its sole discretion. Where a separate vote is required with
respect to one or more classes or series, then the shares of all other classes
or series vote as a single class or series, provided that, as to any matter
which does not affect the interest of a particular class or series, only the
holders of shares of the one or more affected classes or series is entitled to
vote. The preferences, rights, and other characteristics attaching to any
series of shares, including the present series of capital stock, might be
altered or eliminated, or the series might be combined with another series, by
action approved by the vote of the holders of a majority of all the shares of
all series entitled to be voted on the proposal, without any additional right
PAGE 70
to vote as a series by the holders of the capital stock or of another affected
series.
Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares held) and will vote in the election of
or removal of directors (to the extent hereinafter provided) and on other
matters submitted to the vote of shareholders. There will normally be no
meetings of shareholders for the purpose of electing directors unless and
until such time as less than a majority of the directors holding office have
been elected by shareholders, at which time the directors then in office will
call a shareholders' meeting for the election of directors. Except as set
forth above, the directors shall continue to hold office and may appoint
successor directors. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in the election of directors can, if they
choose to do so, elect all the directors of the Fund, in which event the
holders of the remaining shares will be unable to elect any person as a
director. As set forth in the By-Laws of the Corporation, a special meeting
of shareholders of the Corporation shall be called by the Secretary of the
Corporation on the written request of shareholders entitled to cast at least
10% of all the votes of the Corporation, entitled to be cast at such meeting.
Shareholders requesting such a meeting must pay to the Corporation the
reasonably estimated costs of preparing and mailing the notice of the meeting.
The Corporation, however, will otherwise assist the shareholders seeking to
hold the special meeting in communicating to the other shareholders of the
Corporation to the extent required by Section 16(c) of the 1940 Act.
FEDERAL AND STATE REGISTRATION OF SHARES
Each Fund's shares are registered for sale under the Securities Act
of 1933, and the Funds or their shares are registered under the laws of all
states which require registration, as well as the District of Columbia and
Puerto Rico.
LEGAL COUNSEL
Shereff, Friedman, Hoffman, & Goodman, whose address is 919 Third
Avenue, New York, New York 10022, is legal counsel to the Funds.
INDEPENDENT ACCOUNTANTS
International Stock, International Discovery, European Stock, Japan and Latin
America Funds
Price Waterhouse, 7 St. Paul Street, Suite 1700, Baltimore,
Maryland 21202, are independent accountants to each Fund. The financial
statements of the International Stock, International Discovery, European
Stock, and Japan Funds for the ten months ended October 31, 1993, and the
report of independent accountants are included in each Fund's Annual Report
for the ten months ended October 31, 1993, on pages 9-21, 7-21, 5-15, and 5-
12, respectively. A copy of each Annual Report accompanies this Statement of
Additional Information. The following financial statements and the report of
independent accountants appearing in each Annual Report for the ten months
PAGE 71
ended October 31, 1993, are incorporated into this Statement of Additional
Information by reference:
International International
Stock Discovery
Fund Fund
Annual Report Annual Report
Page Page
___________ _____________
Report of Independent Accountants 21 21
Statement of Net Assets, October 31, 1993 9-14 7-14
Statement of Operations, ten months ended
October 31, 1993 and year ended
December 31, 1992 15 15
Statement of Changes in Net Assets,
ten months ended October 31, 1993 and the
years ended December 31, 1992 and December 31, 1991 1616
Notes to Financial Statements
October 31, 1993 17-19 17-19
Financial Highlights 20 19
European
Stock Fund
Annual
Report Page
_____________
Report of Independent Accountants 15
Statement of Net Assets, October 31, 1993 5-9
Statement of Operations, ten months ended
October 31, 1993 and year ended December 31, 1992 10
Statement of Changes in Net Assets, ten months ended
October 31, 1993 and years ended December 31, 1992
and December 31, 1991 11
Notes to Financial Statements, October 31, 1993 12-13
Financial Highlights 14
Japan Fund
Annual
Report Page
_____________
Report of Independent Accountants 12
Statement of Net Assets, October 31, 1993 5-6
Statement of Operations, ten months ended
October 31, 1993 and December 30, 1991
(Commencement of Operations) to December 31, 1992 7
Statement of Changes in Net Assets, ten months ended
October 31, 1993 and December 30, 1991
(Commencement of Operations) to December 31, 1992 8
Notes to Financial Statements, October 31, 1993 9-10
Financial Highlights, ten months ended October 31, 1993
December 30, 1991 (Commencement of Operations)
to December 31, 1992 11
PAGE 72
New Asia Fund
Coopers & Lybrand, 217 East Redwood Street, Baltimore, Maryland 21202, are
independent accountants to the Fund. The financial statements of the New Asia
Fund for the year ended October 31, 1993 and the report of independent
accountants are included in the Fund's Annual Report on pages 9-15. A copy of
the Annual Report accompanies this Statement of Additional Information. The
following financial statements and the report of independent accountants
appearing in the Annual Report for the ten months ended October 31, 1993, are
incorporated into this Statement of Additional Information by reference:
New Asia Fund
Annual
Report Page
___________
Report of Independent Accountants 15
Statement of Net Assets, October 31, 1993 9
Statement of Operations, ten months ended October 31, 1993
and year ended December 31, 1992 10
Statement of Changes in Net Assets, ten months ended
October 31, 1993 and years ended December 31, 1992
and December 31, 1991 11
Notes to Financial Statements, October 31, 1993 12-13
Financial Highlights 13
PAGE 73
APPENDIX A
Chart 1
Bar graph appears here comparing small companies of the U.S., Japan, U.K.,
and the U.S. to large companies in the same countries for the years 12-31-72
to 12/31/93.
8.5 6.0 17.0 15.0 15.0 12.0
Japan-Small Japan-Large U.K.-Small U.K.-Large U.S.-Small U.S.-Large
Chart 2
A line graph with the vertical axis representing percent return+ ranging
from - 0% to 1,000% and the horizontal axis indicating periods ended December
31 from 1980 to 1992. The Topix Index hovers around 0% from 1/1980 to
12/31/82, followed by increases to approximately 975% during 1989, and then
declines to 450% during 1992. The chart is for illustrative purposes only and
should not be considered representative of an investment in the Fund or of the
Fund's performance.
PAGE 74
T. ROWE PRICE GLOBAL GOVERNMENT BOND FUND
T. ROWE PRICE INTERNATIONAL BOND FUNDR
T. ROWE PRICE SHORT-TERM GLOBAL INCOME FUND
CROSS REFERENCE SHEET
N-1A Item No. Location
_____________ ________
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary of Funds' Fees and
Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Introduction; Summary of Funds'
Fees and Expenses; Investment
Programs; Risk Factors;
Investment Policies;
Performance Information;
Capital Stock; Debt Securities;
Bond Characteristics
Item 5. Management of the Fund Summary of Funds Fees' and
Expenses; Management of the
Funds; Expenses and Management
Fee
Item 6. Capital Stock and Other Securities Capital Stock; Dividends and
Distributions; Taxes
Item 7. Purchase of Securities Being NAV, Pricing, and Effective
Offered Date; Shareholder Services;
Conditions of Your Purchase;
Completing the New Account
Form; Opening a New Account;
Purchasing Additional Shares
Item 8. Redemption or Repurchase NAV, Pricing, and Effective
Date; Receiving Your Proceeds;
Conditions of Your Purchase;
Exchanging and Redeeming Shares
Item 9. Pending Legal Proceedings +
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History +
Item 13. Investment Objectives and Policies Investment Objectives and
Policies; Investment
Objectives; Investment
Programs; Investment
Restrictions; Risk Factors of
Investing in Debt Obligations;
Investment Performance; Yield
Information
Item 14. Management of the Registrant Management of Funds
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
PAGE 75
Item 16. Investment Advisory and Other Investment Management Services;
Services Custodian; Legal Counsel;
Independent Accountants
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Dividends; Capital Stock
Item 19. Purchase, Redemption and Pricing Redemptions in Kind; Pricing of
of Securities Being Offered Securities; Net Asset Value Per
Share; Federal and State
Registration of Shares
Item 20. Tax Status Tax Status
Item 21. Underwriters Distributor for Funds
Item 22. Calculation of Yield Quotations of
Money Market Funds +
Item 23. Financial Statements Incorporated by Reference from
Annual Report
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement
___________________________________
+ Not applicable or negative answer
PAGE 76
Prospectus for the T. Rowe Price International Fixed Income Funds, dated May
31, 1994, should be inserted here.
PAGE 1
INTERNATIONAL FIXED Short-Term Global Income Fund seeks high
INCOME FUNDS current income consistent with modest price
fluctuation by investing primarily in high-
quality, short-term U.S. and foreign fixed-
income securities.
Global Government Bond Fund seeks high
current income and, secondarily, capital
appreciation and protection of principal by
investing primarily in high quality U.S.
and foreign government bonds.
Prospectus International Bond Fund seeks high current
May 1, 1994 income by investing in a diversified
T. Rowe Price portfolio of nondollar-denominated, high-
International Funds, Inc. quality government and corporate bonds.
The Fund also seeks capital appreciation
and to moderate price fluctuation by
actively managing its maturity structure
and currency exposure.
___________________________________________
T. Rowe Price
Table of Contents 100% No Load. The Funds have no sales
charges, no redemption fees, and no 12b-1
Fund Information fees. 100% of your investment is credited
Introduction to your account.
Summary of Funds' Fees
and Expenses Services. T. Rowe Price provides easy
Financial Highlights access to your money through checkwriting,
Investment Programs bank wires or telephone redemptions and
Risk Factors offers easy exchange to other T. Rowe Price
Investment Policies Funds.
Performance Information
Capital Stock Rowe Price-Fleming International, Inc.
Debt Securities (Price-Fleming), the Funds' manager, was
Bond Characteristics founded in 1979 as a joint venture between
NAV, Pricing, and T. Rowe Price Associates, Inc. (T. Rowe
Effective Date Price) and Robert Fleming Holdings Limited.
Receiving Your Proceeds Price-Fleming is one of America's largest
Dividends and international mutual fund asset managers
Distribution with approximately $7.5 billion under
Taxes management with offices in Baltimore,
Management of the Funds London, Tokyo, and Hong Kong.
Expenses and Management ___________________________________________
Fee This prospectus contains information you
How to Invest should know about the Funds before you
Shareholder Services invest. Please keep it for future
PAGE 2
Conditions of Your reference. A Statement of Additional
Purchase Information for the Funds (dated May 1,
Completing the New 1994) has been filed with the Securities
Account Form and Exchange Commission and is incorporated
Opening A New Account by reference in this prospectus. It is
Purchasing Additional available at no charge by calling: 1-800-
Shares 638-5660.
Exchanging and Redeeming
Shares THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION, OR ANY STATE
SECURITIES COMMISSION, PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
________________________ ___________________________________________
INTRODUCTION Interest rates vary from country to
country, depending on local economic
conditions and government policies. By
taking a global approach to bond investing,
U.S. investors can access the highest
yields available worldwide.
Overseas investments can also help
diversify a fixed income portfolio
otherwise invested solely in U.S.
securities. Since the performance of
foreign bond markets is often different
than the performance of U.S. markets,
diversifying investments across several
countries can help reduce portfolio
volatility.
Mutual Funds: A Sensible Way to Invest.
For the individual investor, buying foreign
bonds can be difficult. Access to
international markets is complicated. Few
individuals have the time or resources to
evaluate foreign markets, and transaction
costs are generally high. The simplicity,
professional management, and broad
diversification offered by mutual funds --
at a relatively low cost -- make them an
excellent alternative.
PAGE 3
Price-Fleming, the investment manager of
all T. Rowe Price International Funds,
makes use of a worldwide network of
analysts to research opportunities in the
U.S. and abroad. From its offices in
Baltimore, London, Tokyo, and Hong Kong,
Price-Fleming has access to the
international research capabilities of
London-based Robert Fleming Holdings
Limited, a 100-year-old investment firm.
Equally important, all T. Rowe Price
International Funds have no sales charges
of any kind, which means 100% of every
dollar you invest goes to work for you.
T. Rowe Price International Fixed Income
Funds. The three T. Rowe Price
international fixed income funds described
in this prospectus offer a range of
objectives and strategies designed to meet
a variety of investor needs. All invest
primarily in high-quality securities, but
differ in terms of average portfolio
maturity and level of currency exposure to
allow investors to pursue a more
conservative or aggressive investment
approach.
o Short-Term Global Income Fund is T. Rowe
Price's most conservative international
fixed income fund. It invests in short-
term foreign and U.S. securities to
provide a high level of income. The Fund
seeks to reduce volatility stemming from
currency exposure by hedging a
substantial portion of its nondollar
holdings back to the U.S. dollar.
o Global Government Bond Fund invests in
U.S. and foreign government bonds to
provide a high level of income and,
secondarily, capital appreciation. It is
somewhat less conservative than the
Short-Term Global Income Fund, and the
average maturity of its portfolio is
generally longer. The Fund has wide
PAGE 4
flexibility to hedge all or a part of its
nondollar holdings.
o International Bond Fund takes an
aggressive approach to investing for
income and capital appreciation. It
invests outside the U.S. in longer-term
bonds, and normally does not hedge its
nondollar holdings back to the dollar to
allow the Fund to benefit from currency
fluctuations which could enhance total
return. (See Investment Programs for
further details.)
Risk Factors. International fixed income
investments involve more risk than
comparable domestic securities due to
fluctuating currency values. Although
Price-Fleming will attempt to manage this
risk through foreign currency hedging,
there is no guarantee the hedging will work
and currency risk cannot be eliminated
entirely. In addition, hedging costs,
which are paid for out of a fund's capital
and reflected in the fund's net asset value
per share (not its yield), can be
significant.
In general, each Fund's share price will
vary with market, economic and foreign
exchange conditions, and investments may be
worth more or less when redeemed than when
purchased. The Funds should not be relied
upon as a complete investment program, nor
used to play short-term swings in foreign
bond or exchange markets, and there is no
assurance the Funds can achieve their
investment objectives. For a more complete
discussion of the risks of international
fixed income investing, see the Risk
Factors section, which begins on page 8.
The following pages detail the expenses
and investment programs for each T. Rowe
Price international fixed income fund. If
you have any questions, please call us at
1-800-638-5660.
________________________ ___________________________________________
SUMMARY OF FUNDS' FEES The Funds are 100% no-load . . . you pay no
AND EXPENSES fees to purchase, exchange or redeem
shares, nor any ongoing marketing (12b-1)
expenses. Lower expenses benefit you by
increasing your investment return from a
Fund.
PAGE 5
Shown below are all expenses and fees
each Fund incurred during its fiscal year.
Where applicable, expenses were restated to
reflect current fees. Expenses are
expressed as a percent of average Fund net
assets. More information about these
expenses may be found below and under
Expenses and Management Fee and in the
Statement of Additional Information under
Management Fee and Limitation on Fund
Expenses.
Fund Expenses
Shareholder Transaction Expenses
Short- Global
Term Govern- Inter-
Global ment national
Income Bond Bond
___________________________________________
Sales load
"charge" on
purchases None None None
___________________________________________
Sales load
"charge" on
reinvested
dividends None None None
___________________________________________
Redemption
fees None None None
___________________________________________
Exchange
fees None None None
___________________________________________
Annual Fund Expenses
Short- Global
Term Govern- Inter-
Global ment national
Income Bond Bond
___________________________________________
Management
fee (after
reduction) 0.46%+ 0.51%++ 0.70%
___________________________________________
Total other
(Shareholder
servicing,
custodial,
auditing,
etc.)+++ 0.54% 0.69% 0.29%
PAGE 6
___________________________________________
Distri-
bution
fees
(12b-1) None None None
___________________________________________
Total
Fund
Expenses 1.00% 1.20% 0.99%
___________________________________________
+ The Short-Term Global Income Fund's
management fee and its total expense
ratio would have been 0.60% and 1.14%,
respectively, had Price-Fleming not
agreed to reduce management fees in
accordance with the expense
limitation.
++ The Global Government Bond Fund's
management fee and its total expense
ratio would have been 0.70% and 1.39%,
respectively, had Price-Fleming not
agreed to reduce management fees in
accordance with the expense
limitation.
+++ The Funds charge a $5.00 fee for wire
redemptions under $5,000, subject to
change without notice.
Example of Fund expenses. The following example illustrates the
expenses you would incur on a $1,000
investment, assuming a 5% annual rate of
return and redemption at the end of each
period shown. For example, expenses for
the first year in the Short-Term Global
Income Fund would be $10. This is an
illustration only. Actual expenses and
performance may be more or less than shown.
Fund 1 Year 3 Years5 Years 10 Years
____ ______ ______________ ________
Short-Term
Global
Income $10 $32 $55 $122
Global
Govern-
ment Bond $12 $38 $66 $145
Interna-
tional Bond$10 $32 $55 $121
PAGE 7
Management Fee. Each Fund pays Price-
Fleming an investment management fee
consisting of a flat Individual Fund Fee of
each Fund's net assets, of 0.25% for the
Short-Term Global Income Fund and 0.35%
each for the Global Government Bond and
International Bond Funds, and a Group Fee,
defined on page __ under Expenses and
Management Fee, of 0.35% as of December 31,
1993. Thus, the total combined management
fee as of December 31, 1993, based on net
assets would be 0.60% for the Short-Term
Global Income Fund and 0.70% each for the
Global Government Bond and International
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 Funds' 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 Reim-
Limita- Ratio burse-
tion Limita- ment
Period tion Date
Short-Term
Global
Income+ January 1, 1994- 1.00% December
December 31, 1995 31, 1997
Global
Government
Bond++ January 1, 1993- 1.20% December
December 31, 1994 31, 1996
+ 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,
PAGE 8
1992. The reimbursement period for this
limitation extends through December 31,
1994.
Transfer Agent, Shareholder Servicing, and
Administrative Costs. The Funds paid fees
to: (i) T. Rowe Price Services, Inc. (TRP
Services) for transfer and dividend
disbursing agent functions and shareholder
services for all accounts; (ii) T. Rowe
Price Retirement Plan Services, Inc. for
subaccounting and recordkeeping services
for certain retirement accounts; and (iii)
T. Rowe Price for calculating the daily
share price and maintaining the portfolio
and general accounting records of each
Fund. The approximate fees paid are set
forth in the following chart:
Transfer Subaccounting
Agent Services Accounting
Short-Term
Global
Income $107,000 $17 $100,000
Global
Government
Bond $64,000 $36,000 $100,000
Interna-
tional
Bond $627,000 $244,000 $112,000
________________________ ___________________________________________
FINANCIAL HIGHLIGHTS The following table provides information
about each Fund's financial history. It is
based on a single share outstanding
throughout each fiscal year (which ends on
the last day of December). The respective
table is part of each Fund's financial
statements which are included in each
Fund's annual report and incorporated by
reference into the Statement of Additional
Information, which is available to
shareholders. The financial statements in
the annual report have been audited by the
Funds' independent accountants whose
respective unqualified reports cover the
periods shown.
PAGE 9
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
Short-Term
Global Income
1992+ $5.00 $ .20 $(.21) $(.01) $(.20)$(.01) $ (.21)
1993 4.78 .32* .04 .36 (.32) -- (.32)
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver-Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands) Assets Assets Rate
_________________________________________________________________
Short-Term
Global Income
1992+ $4.78 (.22)% $66,297 1.00%++o7.92%+ 334.1%+
1993 4.82 7.87% 97,118 1.00%++ 6.74% 92.9%
_________________________________________________________________
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
Global Government
Bond
1991* $10.00 $ .77** $ .30 $1.07 $ (.77) -- $(.77)
1992 10.30 .76** (.44) .32 (.76) $(.01) (.77)
1993 9.85 .56** .51 1.07 (.56) (.28) (.84)
PAGE 10
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver-Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands)Assets Assets Rate
_________________________________________________________________
Global Government
Bond
1991* $10.30 11.31% $39,775 1.20%** 8.07% 93.6%
1992 9.85 3.26% 53,546 1.20%** 7.51% 236.6%
1993 10.08 11.15% 48,758 1.20%** 5.57% 134.0%
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Period Income ments ties Income Gain butions
_________________________________________________________________
International
Bond Fund
1986! $10.00 $ .32 $(.04)!!$ .28 $ .01 $ .29 $ (.28)
1987 10.01 1.14 (.13)!! 1.01 1.64 2.65 (1.06)
1988 11.60 1.04 (.13) .91 (1.09) (.18) (1.17)
1989 10.25 .75 (1.10) (.35) (.75) -- (.75)
1990 9.15 .83 .55 1.38 (.83) (.17) (1.00)
1991 9.53 .77 .82 1.59 (.77) -- (.77)
1992 10.35 .87 (.63) .24 (.83) (.15) (.98)
1993 9.61 .69 1.18 1.87 (.69) (.45) (1.14)
PAGE 11
End of Period
Ratio
of
Ratio Net
of Invest-
Net Total Expenses ment Port-
Asset Return to Income folio
Value, (Includes Net Average to Aver-Turn-
Year Ended, End of Reinvested Assets ($ Net age Net over
December 31 Period Dividends) Thousands)Assets Assets Rate
_________________________________________________________________
International
Bond Fund
1986! $10.01 2.97% $ 70,022 1.25%!! 9.48% 217.7%
1987 11.60 27.57% 400,173 1.25%!! 9.47% 284.3%
1988 10.25 (1.27)% 407,021 1.20% 8.73% 368.1%
1989 9.15 (3.19)% 303,897 1.23% 8.11% 293.1%
1990 9.53 16.05% 430,386 1.15% 9.04% 211.4%
1991 10.35 17.75% 413,985 1.24% 8.11% 295.6%
1992 9.61 2.39% 513,927 1.08% 8.66% 357.7%
1993 10.34 20.00% 745,244 .99% 6.58% 395.7%
_________________________________________________________________
+ For the period June 30, 1992 (commencement of operations) to
December 31, 1992.
++ Excludes expenses in excess of a 1.00% voluntary expense
limitation in effect through December 31, 1993.
* For the period December 28, 1990 (commencement of operations)
to December 31, 1991.
** Excludes expenses in excess of a 1.20% voluntary expense
limitation in effect through December 31, 1994.
! For the period September 10, 1986 (commencement of
operations) to December 31, 1986.
!! Excludes expenses in excess of a 1.25% voluntary expense
limitation in effect through December 31, 1987.
o Annualized.
________________________ ___________________________________________
INVESTMENT PROGRAMS Each T. Rowe Price international fixed
income fund has a different investment
program principally designed to deliver
high current income and, in the case of
International Bond Fund, capital
appreciation. Portfolios vary in terms of
average maturity and degree of currency
exposure, providing each Fund with a unique
balance of risk and return potential.
Average Maturity: Bond prices fluctuate
with changes in overall interest rates.
Since prices of longer-term bonds tend to
be more volatile than those of shorter-term
bonds, portfolios with longer average
maturities generally involve greater risk
and provide higher reward potential.
PAGE 12
Conversely, portfolios with shorter average
maturities generally exhibit less share
price fluctuation, but offer less return
potential. By actively managing a
portfolio's maturity (i.e., lengthening
average maturity when lower rates are
anticipated and shortening average maturity
when rates are expected to rise), Price-
Fleming seeks to limit the effect of -- or
benefit from -- interest rate changes.
Currency Exposure: Because of exchange
rate movements, prices of international
funds are likely to be more volatile than
funds which invest only in U.S. dollar-
denominated securities. As the U.S. dollar
strengthens relative to a given foreign
currency, the value of a portfolio security
denominated in that currency will fall.
Conversely, when the U.S. dollar weakens
relative to a currency, the value of a
portfolio security in that currency will
rise. Therefore, the greater the level of
a fund's currency exposure, the greater its
risk and return potential. By actively
managing currency exposure, Price-Fleming
attempts to insulate portfolios from the
effect of currency fluctuations, or profit
from them. There is, of course, no
guarantee Price-Fleming will be successful
in this regard.
As noted in the following chart, the
Short-Term Global Bond and Global
Government Bond Funds invest both in the
United States and abroad, thereby limiting
somewhat their overall currency exposure.
Currency risk in these Funds may be further
reduced by hedging through the use of
foreign currency forward contracts
("forwards"). Of the two Funds, Short-Term
Global Fund is the more conservative due to
its shorter average maturity and more
extensive use of hedging back to the U.S.
dollar. International Bond Fund, our most
aggressive foreign bond fund, invests
nearly exclusively outside the U.S. and is
normally heavily exposed to foreign
currencies to provide maximum income and
appreciation potential, although with
greater price fluctuation. (See page 9 for
an explanation of the types of foreign
currency strategies the Funds use.)
PAGE 13
All T. Rowe Price international fixed
income funds concentrate investments in
high-quality securities to minimize credit
risk. However, the Funds may also invest to
a limited extent in below investment grade
("junk") bonds. Each Fund normally invests
in the bonds of a minimum of three
countries, however each may invest in the
bonds of only one country (including the
U.S.) for temporary defensive purposes.
Because of their concentration in foreign
government securities, all Funds are
considered "non-diversified" for purposes
of the Investment Company Act of 1940.
Summary of Fund Characteristics:
Short- Global
Term Govern- Interna-
Global ment tional
Income Bond Bond
___________________________________________
Objective Income & Income Income &
principal growth
preservation
Geographic
Focus World- World- Outside
wide** wide** U.S.***
Primary
Credit
Quality* Investment High Investment
grade quality grade
Weighted
Average
Maturity Short (no Approx- Inter-
more than imately mediate
3 years) 7 years to long
Normal
Level of
Currency
Exposure Low Varies High
Relative
Risk Lowest Moderate Highest
Total
Return
Potential Lowest Moderate Highest
PAGE 14
* As determined by at least one public
rating agency (e.g., Standard & Poor's
Corporation ("S&P")), or, if unrated,
by Price-Fleming to be of equivalent
quality. "Investment Grade" refers to
the four highest credit categories
(e.g., AAA, AA, A and BBB by S&P).
"High Quality" refers to the two
highest credit categories.
** Expects to invest primarily in the
United States, the countries of
Western Europe, Japan, Australia, New
Zealand, and Canada.
*** Expects to invest primarily in the
countries of Western Europe, Japan,
Australia, New Zealand, and Canada.
Investing for income in Short-Term Global Income Fund. The Fund's
short-term U.S. and investment objectives are to seek high
foreign debt securities. current income consistent with modest price
fluctuation by investing primarily in high-
quality fixed-income securities. These
include bonds, debentures, notes, mortgage
or asset-backed securities, bank
obligations such as certificates of
deposit, and money market instruments of
all types issued throughout the world. The
Fund may also invest in securities which
are convertible into equity securities or
have attached warrants or rights to
purchase equity securities.
At least 65% of the Fund's assets will be
invested in high quality securities. The
Fund may also invest up to 10% of its total
assets in below investment grade ("junk")
bonds, including bonds which have received
the lowest rating.
To reduce the effect of interest rate
changes on the Fund's share price, the
dollar-weighted average maturity of the
portfolio will not exceed three years,
although the Fund may hold individual
securities with longer maturities.
To reduce the effect of currency exchange
rate fluctuations on the Fund's share
price, Price-Fleming will actively manage
the Fund's foreign currency exposure. This
may be done either through the use of
PAGE 15
currency hedging strategies or by investing
in securities whose foreign currencies are
expected to be highly correlated to the
U.S. dollar. Normally, the foreign
currency strategies will involve hedging a
substantial portion of currency back to the
dollar, either through direct or proxy
hedging.
Due to costs associated with hedging,
Price-Fleming will not try to eliminate all
currency risk from the Fund's portfolio.
Rather, it will hedge currency exposure to
the extent deemed necessary to preserve
capital, while at the same time providing
high current income.
Investing for income and Global Government Bond Fund. The Fund's
appreciation in U.S. and investment objectives are to seek high
foreign government bonds. current income and, secondarily, capital
appreciation and protection of principal by
investing primarily in high-quality U.S.
and foreign government bonds.
The Fund will invest primarily in debt
securities that are considered high quality
at the time of purchase, and will normally
have at least 65% of its assets in bonds
issued or guaranteed by the U.S. or foreign
governments, their agencies and
instrumentalities, as well as foreign
authorities, provinces and municipalities.
The Fund may also invest up to 10% of its
total assets in below investment grade
("junk") bonds, including bonds which have
received the lowest rating.
To reduce the effect of interest rate
changes on the Fund's share price while
seeking higher yields, the weighted average
maturity of the portfolio is likely to
average around seven years, although the
Fund may adopt a longer maturity in
anticipation of falling yields and a
shorter maturity in anticipation of rising
yields. The Fund may hold individual
securities with maturities both longer and
shorter than seven years.
The Fund has wide flexibility to engage
in a variety of hedging strategies to
reduce the effect of currency exchange rate
fluctuations on the Fund's share price.
PAGE 16
These may involve direct, cross and proxy
hedges.
Investing for income and International Bond Fund. The International
appreciation in foreign Bond Fund's investment objective is to seek
bonds. high current income by investing in an
diversified portfolio of nondollar-
denominated, high-quality government and
corporate bonds. The Fund also seeks
capital appreciation and to moderate price
fluctuation by actively managing its
maturity structure and currency exposure.
The Fund will invest primarily (at least
65% of assets) in debt securities that are
considered high quality at the time of
purchase. The Fund may also invest up to
10% of its total assets in below investment
grade ("junk") bonds, including bonds which
have received the lowest rating.
Price-Fleming will base its investment
decisions on fundamental market
attractiveness, currency trends, local
market factors and credit quality. The
Fund will generally invest in countries
where the combination of fixed income
market returns and currency exchange rate
movements is attractive, or, if the
currency trend is unfavorable, where the
currency risk can be minimized through
hedging.
The Fund will generally have greater
interest rate and foreign currency exposure
than the other T. Rowe Price international
fixed income funds. It will normally not
hedge its foreign currency exposure back to
the dollar and will normally have no more
than 50% of the value of its total assets
involved in cross hedging transactions.
Therefore, its total return and, in
particular, the principal value of its
foreign currency-denominated debt
securities, is likely to be significantly
affected by changes in foreign interest
rate levels and foreign currency exchange
rates. These changes provide greater
opportunity for capital gains as well as
greater risks of capital loss. Exchange
rate movements can be large and endure for
extended periods of time. Price-Fleming
will attempt to reduce the risks associated
with investments in international fixed
PAGE 17
income securities through portfolio
diversification and active management of
the Fund's maturity and currency exposure.
Please see Investment Policies for a more
complete discussion of each Fund's
investments.
________________________ ___________________________________________
RISK FACTORS Investors should understand and consider
carefully the special risks involved in
foreign investing.
Foreign Currency. Investments in foreign
bonds will require the Funds to hold
securities and funds denominated in foreign
currencies. As a result, the value of the
assets of the Funds as measured in U.S.
dollars may be affected significantly,
favorably or unfavorably, by changes in
foreign currency exchange rates, currency
restrictions, and exchange control
regulations, and the Funds will incur costs
in connection with conversions between
various currencies. Exchange rate
movements can be large and endure for
extended periods of time. Generally, an
increase in the value of a foreign currency
versus the U.S. dollar will have a positive
effect on the Fund's return; conversely, a
decline in the value of a foreign currency
versus the U.S. dollar would have a
negative impact.
Costs. The expenses to individual
investors of investing directly in foreign
securities are higher than investing in
U.S. securities. While the Funds offer a
very efficient way for individual investors
to participate in foreign markets, their
expenses, including advisory and custodial
fees, are also higher than the typical
domestic fixed income mutual fund.
Economic and Trade Factors. The economies
of the countries in which the Funds may
invest (portfolio countries) may differ
favorably or unfavorably from the U.S.
economy and may be less developed or
diverse. Certain of these countries, for
example Japan, are heavily dependent upon
international trade. Accordingly, they
have been, and may continue to be,
adversely affected by trade barriers and
PAGE 18
other protectionist or retaliatory measures
of, as well as economic conditions in, the
U.S. and other countries with which they
trade. Certain countries may be heavily
dependent on a limited number of
commodities and thus vulnerable to
weaknesses in world prices for these
commodities. Finally, there is no
assurance that the pattern of growth
exhibited by certain of the portfolio
countries in the past will continue.
Political Factors. The internal politics
of certain of the portfolio countries are
not as stable as in the United States. In
addition, significant external political
risks, including war, currently affect some
of the countries. Finally, governments in
certain of the countries continue to
participate to a substantial degree,
through ownership interests or regulation,
in their respective economies and
securities markets. Action by these
governments could include restrictions on
foreign investment, nationalization,
expropriation of assets, or imposition of
taxes. Any of these actions could have a
significant effect on market prices of
securities, the ability of the Funds to
repatriate capital and income, and the
value of the Funds' investments.
Market Characteristics. Many of the
securities markets of the portfolio
countries have substantially less volume
than comparable U.S. markets, and the
securities of some companies in these
countries may be less liquid and more
volatile than securities of comparable U.S.
companies. Many of these markets may be
subject to greater volatility, be more
influenced by adverse events generally
affecting the market, and by large
investors trading significant blocks of
securities, than is usual in the United
States. The settlement practices in
portfolio countries may include delays and
subject the Funds to risks of loss not
customary in U.S. markets.
Legal and Regulatory. Certain of the
portfolio countries lack uniform
accounting, auditing, and financial
reporting standards, may have less
PAGE 19
governmental supervision of securities
markets, brokers, and issuers of
securities, and less financial information
available to investors than is usual in the
United States. Finally, there may be
difficulty in enforcing legal rights
outside the United States.
Eastern Europe. Each of the Funds may
invest in securities of companies located
in Eastern Europe and the former Soviet
block. Reforms away from centrally planned
economies and state owned industries are
still in their infancy. As a result,
investments in such countries would be
highly speculative and could result in
losses to the Funds. Although significant
uncertainties for investment remain, Price-
Fleming considers the current outlook for
certain countries in this region to be
positive and expects the Funds to be in a
position to take advantage of opportunities
as they arise.
Foreign Exchanges and Markets. Each Fund's
portfolio securities from time to time may
be primarily listed on foreign exchanges or
traded in foreign markets which are open on
days (such as Saturday) when the Funds do
not compute their prices or accept orders
for the purchase, redemption or exchange of
their shares. As a result, the net asset
values of the Funds may be significantly
affected by trading on days when
shareholders cannot effect transactions.
________________________ ___________________________________________
INVESTMENT POLICIES This section takes a detailed look at some
of the types of securities each Fund may
hold in its portfolio and the various kinds
of investment practices that may be used in
day-to-day portfolio management. Each
Fund's investment program is subject to
further restrictions and risks described in
the "Statement of Additional Information."
Shareholder approval is required to
substantively change each Fund's objective
(stated on page __) and to change certain
investment restrictions noted in the
following section as "fundamental
policies." The managers also follow
certain "operating policies" which can be
changed without shareholder approval.
PAGE 20
However, significant changes are discussed
with shareholders in each Fund's report.
Types of Portfolio Securities
Fund managers have In seeking to meet their investment
considerable leeway in objective, each Fund may invest in any type
choosing investment of security whose investment
strategies and selecting characteristics are consistent with each
securities they believe Fund's investment program. These and some
will help each Fund of the other investment techniques each
achieve its objectives. Fund may use are described in the following
pages.
All Funds Fixed Income Securities. The Funds'
investments may include but shall not be
limited to: (1) Debt obligations issued or
guaranteed by: (a) a foreign sovereign
government or one of its agencies,
authorities, instrumentalities or political
subdivisions including a foreign state,
province or municipality, and (b)
supranational organizations such as the
World Bank, Asian Development Bank,
European Investment Bank, and European
Economic Community; (2) Debt obligations:
(a) of foreign banks and bank holding
companies, (b) of domestic banks and
corporations issued in foreign currencies,
and (c) denominated in the European
Currency Unit (ECU); and (3) Foreign
corporate debt securities and commercial
paper. The Short-Term Global Income and
Global Government Bond Funds may also
invest in: (1) Debt obligations issued or
guaranteed by the U.S. Government, its
agencies or instrumentalities; (2) Domestic
corporate debt securities; (3) Domestic
commercial paper, including commercial
paper indexed to certain specific foreign
currency exchange rates; (4) Debt
obligations of domestic banks and bank
holding companies; and (5) Collateralized
mortgage obligations or asset-backed bonds.
The Funds may from time to time purchase
securities on a when-issued basis and
invest in repurchase agreements.
Non-diversified Investment Company. The
Funds are able to invest more than 5% of
their assets in the fixed-income securities
of individual foreign governments; however,
each will not invest more than 5% of its
PAGE 21
assets in any individual corporate issuer.
This policy does not prohibit a Fund from
maintaining more than 5% of its assets,
including cash or currency, in custodial
accounts of a Fund's custodian or
subcustodian. In addition, each Fund
intends to qualify as a regulated
investment company for purposes of the
Internal Revenue Code. Such qualification
requires each Fund to limit its investments
so that, with respect to at least 50% of
its total assets, not more than 5% of such
assets are invested in the securities of a
single issuer. Since, as a non-diversified
investment company, each Fund is permitted
to invest a greater proportion of its
assets in the securities of a smaller
number of issuers, the Funds may be subject
to greater credit risk with respect to
their portfolio securities than an
investment company which is more broadly
diversified.
Hybrid Instruments. These instruments can
combine the characteristics of securities,
futures and options. For example, the
principal amount, redemption or conversion
terms of a security could be related to the
market price of some commodity, currency or
securities index. Another type of hybrid
instrument is a cross currency linked bond
whose coupon yield varies based on the
relationship between two currencies. Such
securities may bear interest or pay
dividends at below market (or even
relatively nominal) rates. Under certain
conditions, the redemption value of such an
investment could be zero. Hybrids can have
volatile prices and limited liquidity and
their use by the Fund may not be
successful.
Operating Policy. Each Fund may invest up
to 10% of its total assets in hybrid
instruments.
Private Placements (Restricted Securities).
These securities are sold directly to a
small number of investors, usually
institutions. Unlike public offerings, such
securities are not registered with the SEC.
Although certain of these securities may be
readily sold, for example under Rule 144A,
PAGE 22
the sale of others may involve substantial
delays and additional costs.
Operating Policy. Each Fund will not invest
more than 15% of its net assets in illiquid
securities.
Loan Participations and Assignments. Large
loans to corporations or governments,
including governments of less developed
countries (LDCs), may be shared or
syndicated among several lenders, usually
banks. The Fund could participate in such
syndicates, or could buy part of a loan,
becoming a direct lender. Participations
and assignments involve special types of
risk, including those of being a lender,
but are not necessarily more risky than
junk bonds.
Operating policy: Each Fund may not invest
more than 5% of total assets in loan
participations.
High Yield/High Risk Investing. The Funds
may purchase bonds rated below investment
grade. The total return and yield of lower
quality (high yield/high risk) bonds,
commonly referred to as "junk bonds," can
be expected to fluctuate more than the
total return and yield of higher quality,
shorter-term bonds. Junk bonds are
regarded as predominantly speculative with
respect to the issuer's continuing ability
to meet principal and interest payments.
Successful investment in low and lower-
medium quality bonds involves greater
investment risk and is highly dependent on
Rowe Price-Fleming's credit analysis. A
real or perceived economic downturn or
higher interest rates could cause a decline
in high yield bond prices, because such
events could lessen the ability of issuers
to make principal and interest payments.
These bonds are thinly-traded and can be
more difficult to sell and value accurately
than high-quality bonds. Because objective
pricing data may be less available,
judgment may play a greater role in the
valuation process.
Each Fund may invest up to 10% of its total
assets in below investment grade ("junk")
bonds.
PAGE 23
International Bond Fund Concentration in 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 will, as a
matter of fundamental policy, normally have
25% or more of its assets concentrated in
securities in the banking industry.
Investments in the banking industry may be
affected by general economic conditions,
exposure to credit losses arising from
possible financial difficulties of
borrowers, and the profitability of the
banking industry is largely dependent on
the availability and cost of funds for the
purpose of financing lending operations
under prevailing money market conditions.
Types of Management Practices
Use of Forwards. Foreign Currency Transactions. Each Fund
may engage in foreign currency transactions
either on a spot (cash) basis at the rate
prevailing in the currency exchange market
at the time or through forward currency
contracts ("forwards") with terms generally
of less than one year. Forwards will be
used primarily to adjust the foreign
exchange exposure of each Fund with a view
to protecting the portfolio from adverse
currency movements, based on Price-
Fleming's outlook, and the Funds might be
expected to enter into such contracts under
the following circumstances:
Lock In. When management desires to lock
in the U.S. dollar price on the purchase
or sale of a security denominated in a
foreign currency.
Cross Hedge. If a particular currency is
expected to decrease against another
currency, a Fund may sell the currency
expected to decrease and purchase a
currency which is expected to increase
against the currency sold in an amount
approximately equal to some or all of the
Fund's portfolio holdings denominated in
the currency sold.
Direct Hedge. If Price-Fleming wants to
eliminate substantially all of the risk
of owning a particular currency, and/or
if Price-Fleming expects the portfolio
PAGE 24
can benefit from price appreciation in a
given country's bonds but does not want
to hold the currency, it may employ a
direct hedge back into the U.S. dollar.
In either case, the Fund would enter into
a forward contract to sell the currency
in which a portfolio security is
denominated and purchase U.S. dollars at
an exchange rate established at the time
it initiated the contract. The cost of
the direct hedge transaction may offset
most, if not all, of the yield advantage
offered by the foreign security but a
Fund would hope to benefit from an
increase (if any) in value of the bond.
Under normal conditions, the
International Bond Fund will not engage
in direct hedges of this sort.
Proxy Hedge. Price-Fleming might choose
to use a proxy hedge, which is less
costly than a direct hedge. In this
case, the Fund, having purchased a bond,
will sell a currency whose value is
believed to be closely linked to the
currency in which the bond is
denominated. Interest rates prevailing
in the country whose currency was sole
would be expected to be closer to those
in the U.S. and lower than those of bonds
denominated in the currency of the
original holding. This type of hedging
entails greater risk than a direct hedge
because it is dependent on a stable
relationship between the two currencies
paired as proxies and the relationships
can be very unstable at times.
Forward contracts do involve other risks,
including, but not limited to, significant
volatility in currency market. In
addition, currency moves may not occur
exactly as Price-Fleming expected, so use
of forward contracts could adversely affect
the Fund's total return.
Costs of Hedging. When the Fund purchases
a foreign bond with a higher interest rate
than is available on U.S. bonds of a
similar maturity, the additional yield on
the foreign bond could be substantially
lost if the Fund were to enter into a
direct hedge by selling the foreign
currency and purchasing the U.S. dollar.
PAGE 25
This is what is known as the "cost" of
hedging. Proxy hedging attempts to reduce
this cost through an indirect hedge back to
the U.S. dollar.
It is important to note that hedging
costs are treated as capital transactions
and are not, therefore, deducted from the
Fund's dividend distribution and are not
reflected in its yield. Instead, such
costs will, over time, be reflected in the
Fund's net asset value per share. As a
consequence, the Fund's yield may not be an
accurate indicator of its total return.
Cash Position. The Fund will hold a certain
portion of its assets in money market
securities, including repurchase
agreements, in the two highest rating
categories, maturing in one year or less.
For temporary, defensive purposes, the Fund
may invest without limitation in such
securities. This reserve position provides
flexibility in meeting redemptions,
expenses, and the timing of new
investments, and serves as a short-term
defense during periods of unusual market
volatility.
Borrowing Money and Transferring Assets.
The Fund can borrow money from banks as a
temporary measure for emergency purposes,
to facilitate redemption requests, or for
other purposes consistent with the fund's
investment objectives and program. Such
borrowings may be collateralized with fund
assets, subject to restrictions.
Fundamental Policy. Borrowings may not
exceed 33 1/3% of total Fund assets.
Operating Policies. The Funds may not
transfer as collateral any portfolio
securities except as necessary in
connection with permissible borrowings or
investments, and then such transfers may
not exceed 33 1/3% of the Fund's total
assets. The Fund may not purchase
additional securities when borrowings
exceed 5% of total assets.
Futures and Options. Futures are often used
to manage risk, because they enable the
investor to buy or sell an asset in the
PAGE 26
future at an agreed upon price. Options
give the investor the right, but not the
obligation, to buy or sell an asset at a
predetermined price in the future. The
Funds may buy and sell futures contracts
(and options on such contracts) to manage
exposure to changes in interest rates,
securities prices and foreign currencies,
as an efficient means of adjusting overall
exposure to certain markets, and to adjust
a Fund's duration. The Funds may purchase,
sell, or write call and put options on
securities, financial indices, and foreign
currencies.
Futures contracts and options may not
always be successful hedges; their prices
can be highly volatile; using them could
lower a Fund's total return; and the
potential loss from the use of futures can
exceed the Fund's initial investment in
such contracts.
Operating Policies. Futures: Initial margin
deposits and premiums on options used for
non-hedging purposes will not equal more
than 5% of the Fund's net asset value.
Options on securities: The total market
value of securities against which the fund
has written call or put options may not
exceed 25% of its total assets. A Fund
will not commit more than 5% of its total
assets to premiums when purchasing call or
put options.
Lending of Portfolio Securities. Like other
mutual funds, the Funds may lend securities
to broker-dealers, other institutions, or
other persons to earn additional income.
The principal risk is the potential
insolvency of the broker-dealer or other
borrower. In this event, the Fund could
experience delays in recovering its
securities and possibly capital losses.
Fundamental Policy. The value of loaned
securities may not exceed 33 1/3% of a
Fund's total assets.
Portfolio Turnover. The Funds will not
generally trade in securities for short-
term profits but, when circumstances
warrant, securities may be purchased and
sold without regard to the length of time
PAGE 27
held. As a result, short-term trading may
cause the portfolio turnover of each Fund
to be higher than that of other mutual
funds will less aggressive trading
strategies, which may, in turn, increase
each Fund's transaction costs. To the
extent that short-term trading results in
the realization of short-term capital
gains, shareholders will be taxed on such
gains at ordinary income tax rates. The
following chart sets forth each Fund's
portfolio turnover rates for the last three
years, if applicable.
1993 1992 1991
Short-Term Global
Income 92.9% 334.1% *
Global Government
Bond 134.0% 236.6% 93.6%
International Bond395.7% 357.7% 295.6%
*Prior to commencement of Fund operations.
________________________ ___________________________________________
PERFORMANCE INFORMATION Total Return. The Funds may advertise
total return figures on both a cumulative
and compound average annual basis and
compare them to various indices (e.g., the
S&P 500), other mutual funds or other
performance measures. Cumulative total
return compares the amount invested at the
beginning of a period with the amount
redeemed at the end of the period, assuming
the reinvestment of all dividends and
capital gain distributions. The compound
average annual total return indicates a
yearly compound average of a Fund's
performance, derived from the cumulative
total return. The annual compound rate of
return for a Fund may vary from any
average. Further information about a
Fund's performance is contained in its
annual report which is available free of
charge.
Yield. The Funds may advertise a yield
figure derived by dividing each Fund's net
investment income per share (as defined by
applicable SEC regulations) during a 30-day
base period by the per-share price on the
last day of the base period.
________________________ ___________________________________________
CAPITAL STOCK The T. Rowe Price International Funds, Inc.
(the Corporation) was originally organized
PAGE 28
in 1979 as a Maryland corporation.
Effective May 1, 1986, the Corporation
converted from a Maryland corporation to a
Massachusetts business trust known as the
T. Rowe Price International Trust (Trust).
On May 1, 1990, the Trust converted back to
a Maryland corporation. The Corporation is
registered with the Securities and Exchange
Commission under the Investment Company Act
of 1940 as a diversified, open-end
investment company, commonly known as a
"mutual fund." Mutual funds, such as
these, enable shareholders to: (1) obtain
professional management of investments,
including Price-Fleming's proprietary
research; (2) diversify their portfolio to
a greater degree than would be generally
possible if they were investing as
individuals and thereby reduce, but not
eliminate risks; and (3) simplify the
recordkeeping and reduce transaction costs
associated with investments.
Currently, the Corporation consists of
nine series, each representing a separate
class of shares and having different
objectives and investment policies. The
eight series and the years in which each
was established are as follows:
International Stock Fund, 1979;
International Bond Fund, 1986;
International Discovery Fund, 1988;
European Stock Fund, New Asia Fund, Global
Government Bond Fund, 1990; Japan Fund,
1991; and Short-Term Global Income Fund,
1992; and Latin America Fund, 1993. The
International Stock, International
Discovery, European Stock, Japan, New Asia,
and Latin America Funds are described in a
separate prospectus. The Corporation's
Charter provides that the Board of
Directors may issue additional series of
shares and/or additional classes of shares
for each series. Although each Fund is
offering only its own shares, it is
possible that a Fund might become liable
for any misstatement in the prospectus
about another Fund. The Funds' Board has
considered this factor in approving the use
of a single combined prospectus.
Each Fund has an investment advisory group
that has day-to-day responsibility for
managing the portfolio and developing and
PAGE 29
executing each Fund's investment program.
The advisory group for each Fund consists
of David Boardman, Peter Askew and
Christopher Rothery.
David Boardman joined Price-Fleming in 1988
and has 19 years experience in managing
multicurrency fixed income portfolios.
Peter Askew joined Price-Fleming in 1988
and has 19 years of experience managing
multicurrency fixed income portfolios.
Christopher Rothery joined Price-Fleming in
____ and has ____ years of experience
managing multicurrency fixed income
portfolios.
Shareholder Rights. All shares of the
Corporation have equal rights with regard
to voting, redemptions, dividends,
distributions, and liquidations.
Fractional shares have voting rights and
participate in any distributions and
dividends. Shareholders have no preemptive
or conversion rights; nor do they have
cumulative voting rights. When a Fund's
shares are issued, they are fully paid and
nonassessable. All shares of the
Corporation may be voted in the election or
removal of directors and on other matters
submitted to the vote of shareholders of
the Corporation. On matters affecting an
individual series of the Corporation, a
separate vote of the particular series is
required. The individual series of the
Corporation do not routinely hold annual
meetings of shareholders. However, if
shareholders representing at least 10% of
all votes of the Corporation entitled to be
cast so desire, they may call a special
meeting of shareholders of the Corporation
for the purpose of voting on the question
of the removal of any director(s). The
total authorized capital stock of the
Corporation consists of 1,000,000,000
shares, each having a par value of $.01.
As of December 31, 1993, there were 4,836
shareholders in the Short-Term Global
Income Fund, 3,673 shareholders in the
Global Government Bond Fund, 33,879
shareholders in the International Bond
Fund, and a total of 3,050,533 shareholders
in the other 54 T. Rowe Price Funds.
PAGE 30
________________________ ___________________________________________
DEBT SECURITIES Total Return Components. Each Fund's total
return consists of (1) the change in its
net asset value per share and (2) the
income it generates. The net asset value
of the Funds will be affected primarily by
changes in interest rate levels, the
maturity of individual portfolio holdings,
the quality of the securities held, and
changes in values of foreign currencies.
A general explanation. Interest Rates. A bond is a contractual
obligation to repay a stated debt amount
(the principal) on a specified date (the
maturity) plus a specified rate of interest
for the use of the money. Most bonds pay a
fixed rate of interest known as the coupon
rate, which is fixed for the term of the
bond. A bond's yield reflects the fixed
annual interest as a percent of its current
price. This price (the bond's market
value) must increase or decrease in order
to adjust an existing bond's yield to
current interest rate levels. Therefore,
bond prices generally move in the opposite
direction of interest rates.
Maturity. The maturity of debt securities
may be considered long (10 years or
greater), intermediate (1 to 10 years), or
short-term (12 months or less). Under
normal circumstances, at least 65% of the
Short-Term Global Income Fund's total
assets will be invested in short-term debt
securities. The proportion invested by the
Global Government and International Bond
Funds in each category can be expected to
vary depending upon the evaluation of
market patterns and trends by Price-
Fleming. The dollar-weighted average
maturity for the Short-Term Global Income
Fund will not exceed three years, but the
Fund may hold individual securities with
longer maturities, and the dollar-weighted
average maturity for the Global Government
Bond Fund is expected to average around
seven years, although it may vary with
market conditions.
Movements in interest rates typically
have a greater effect on the prices of
longer term bonds than on those with
shorter maturities. The following table
illustrates the effect of a one percentage
PAGE 31
point change in interest rates on a $1,000
bond with a 7% coupon.
Principal value if rates:
_________________________
Increase Decrease
___________ ___________
Bond--Maturity 1% 1%
___________________________________________
Short-
intermediate - 2 years $982 $1,019
Intermediate - 5 years $959 $1,043
Long-term - 20 years $901 $1,116
___________________________________________
This table is for illustrative purposes
only and should not be taken as
representative of expected changes in the
share price of the Fund.
Credit Quality. The quality of a bond is
measured by credit risk -- the ability of
the issuer to meet interest and principal
payments on a timely basis. Issuers who
are believed to be good credit risks
receive high-quality ratings, and those
believed to be poor credit risks receive
low-quality ratings. High-quality bonds
involve less credit risk and typically
offer a lower yield than bonds of low
quality.
Foreign Currencies. See Foreign Currency
under Risk Factors on page 8.
________________________ ___________________________________________
BOND CHARACTERISTICS Yield. The yield on fixed-income
securities may vary greatly from one
country to another. Price-Fleming will
attempt to concentrate its assets in
countries where the combination of yield
and potential price appreciation is most
attractive. Consequently, Price-Fleming
may, from time to time, invest in lower
yielding fixed-income securities having a
higher potential for capital appreciation
in order to maximize the Fund's total
return.
________________________ ___________________________________________
NAV, PRICING, AND Net Asset Value Per Share (NAV). The NAV
EFFECTIVE DATE per share, or share price, for each Fund,
is normally determined as of 4:00 pm
Eastern Time (ET) each day the New York
PAGE 32
Stock Exchange (NYSE) is open. Each Fund's
share price is calculated by subtracting
its liabilities from its total assets and
dividing the result by the total number of
shares outstanding. Among other things,
each Fund's liabilities include accrued
expenses and dividends payable, and its
total assets include portfolio securities
valued at market as well as income accrued
but not yet received.
If your order is received Purchased shares are priced at that day's
in good order before 4:00 NAV if your request is received before 4:00
pm ET, you will receive pm ET in good order. (See Completing the
that day's NAV. New Account Form and Opening a New
Account.) If received later than 4:00 pm
ET, shares will be priced at the next
business day's NAV.
Redemptions are priced at that day's NAV
if your request is received before 4:00 pm
ET in good order at the transfer agent's
offices at T. Rowe Price Account Services,
P.O. Box 89000, Baltimore, MD 21289-0220.
If received after 4:00 pm ET, shares will
be priced at the next business day's NAV.
Also, we cannot accept requests which
specify a particular date for a purchase or
redemption or which specify any special
conditions. If your redemption request
cannot be accepted, you will be notified
and given further instructions.
Exchanges are normally priced in the same
manner as purchases and redemptions.
However, if you are exchanging into a bond
or money fund and the release of your
exchange proceeds is delayed for the
allowable five business days (see Receiving
Your Proceeds), you will not begin to earn
dividends until the sixth business day
after the exchange.
The Funds reserve the right to change the
time at which purchases, redemptions, and
exchanges are priced if the NYSE closes at
a time other than 4:00 pm ET or an
emergency exists.
________________________ ___________________________________________
RECEIVING YOUR PROCEEDS Redemption proceeds are mailed to the
address, or sent by wire or ACH transfer to
the bank account, designated on your New
Account Form. They are generally sent the
PAGE 33
next business day after your redemption
request is received in good order.
Proceeds sent by bank wire should be
credited to your bank account the next
business day and proceeds sent by ACH
transfer should be credited the second day
after the sale. In addition, under unusual
conditions, or when deemed to be in the
best interests of the Funds, redemption
proceeds may not be sent for up to five
business days after your request is
received to allow for the orderly
liquidation of securities. Requests by
mail for wire redemptions (unless
previously authorized) must have a
signature guarantee.
________________________ ___________________________________________
DIVIDENDS AND The Funds distribute all net investment
DISTRIBUTIONS income and capital gains to shareholders.
Dividends are declared daily and paid
monthly. Capital gains, if any, are
normally declared in December and paid in
January. Dividends and distributions
declared by the Funds will be reinvested
unless you choose an alternative payment
option on the New Account Form. Dividends
not reinvested are paid by check or
transmitted to your bank account via ACH.
If the U.S. Postal Service cannot deliver
your check, or if your check remains
uncashed for six months, the Fund reserves
the right to reinvest your distribution
check in your account at the then current
NAV and to reinvest all subsequent
distributions in shares of the Fund.
Purchases. Each day each Fund declares a
dividend to shareholders of record as of
4:00 pm ET on the previous day. You will
begin to earn dividends on the first
business day after shares are purchased
unless shares were not paid for, in which
case dividends are not earned until the
next business day after payment is
received.
Redemptions. Shares will earn dividends
through the date of redemption; also,
shares redeemed on a Friday or prior to a
holiday will continue to earn dividends
until the next business day. Generally, if
you redeem all of your shares at any time
during the month, you will also receive all
dividends earned through the date of
PAGE 34
redemption in the same check. When you
redeem only a portion of your shares, all
dividends accrued on those shares will be
reinvested, or paid in cash, on the next
dividend payment date.
________________________ ___________________________________________
TAXES Dividends and Distributions. In January,
the Funds will mail you Form 1099-DIV
indicating the federal tax status of your
Form 1099-DIV dividends and capital gain distributions.
will be mailed to you in Generally, dividends and distributions are
January. taxable in the year they are paid.
However, any dividends and distributions
paid in January but declared during the
prior three months are taxable in the year
they are declared. Dividends and
distributions are taxable to you regardless
of whether they are taken in cash or
reinvested. Dividends and short-term
capital gain distributions are taxable as
ordinary income; long-term capital gain
distributions are taxable as long-term
capital gains. The capital gain holding
period is determined by the length of time
a Fund has held the securities, not the
length of time you have owned Fund shares.
Foreign Transactions. Distributions
resulting from the sale of foreign
currencies and debt securities, to the
extent of foreign exchange gains, are taxed
as ordinary income or loss. If these
transactions result in reducing that Fund's
net income, a portion of the dividends may
be classified as a return of capital (which
lowers your tax base). If any Fund pays
nonrefundable taxes to foreign governments
during the year, the taxes will reduce that
Fund's dividends but will still be included
in your taxable income. However, you may
be able to claim an offsetting credit or
deduction on your tax return for your
portion of foreign taxes paid by the Fund.
Shares Sold. A redemption or exchange of
Fund shares is treated as a sale for tax
purposes which will result in a short or
long-term capital gain or loss, depending
on how long you have owned the shares. In
January, the Funds will mail you Form 1099-
B indicating the date of and proceeds from
all sales and exchanges.
PAGE 35
Undistributed Gains. At the time of
purchase, the share price of each Fund may
reflect undistributed capital gains or
unrealized appreciation of securities. Any
capital gains from these amounts which are
later distributed to you are fully taxable.
Tax-Qualified Retirement Plans. Tax-
qualified retirement plans generally will
not be subject to federal tax liability on
either distributions from each Fund or
redemption of shares of the Funds. Rather,
participants in such plans will be taxed
when they begin taking distributions from
the plans.
Tax Consequences of Hedging. Under
applicable tax law, each Fund may be
required to limit its gains from hedging in
foreign currency forwards, futures and
options. Although it is anticipated the
Funds will comply with such limits, each
Fund's extensive use of these hedging
techniques involves greater risk of
unfavorable tax consequences than funds not
engaging in such techniques. The extent to
which these limits apply is subject to tax
regulations which have not yet been issued.
Hedging may also result in the application
of the mark-to-market and straddle
provisions of the Internal Revenue Code.
These provisions could result in an
increase (or decrease) in the amount of
taxable dividends paid by the Funds as well
as affect whether dividends paid by the
Funds are classified as capital gain or
ordinary income.
________________________ ___________________________________________
MANAGEMENT OF THE FUNDS Investment Manager. Price-Fleming is
responsible for selection and management of
each Fund's portfolio investments. Price-
Fleming's U.S. office is located at 100
East Pratt Street, Baltimore, Maryland
21202.
Price-Fleming has offices Price-Fleming was incorporated in
in Baltimore, London, Maryland in 1979 as a joint venture between
Tokyo, and Hong Kong. T. Rowe Price and Robert Fleming Holdings
Limited (Flemings). Flemings is a
diversified investment organization which
participates in a global network of
regional investment offices in New York,
London, Zurich, Geneva, Tokyo, Hong Kong,
PAGE 36
Manila, Kuala Lumpur, South Korea, and
Taiwan.
T. Rowe Price was incorporated in
Maryland in 1947 as successor to the
investment counseling business founded by
the late Thomas Rowe Price, Jr. in 1937.
Flemings was incorporated in 1974 in the
United Kingdom as successor to the business
founded by Robert Fleming in 1873. As of
December 31, 1993, T. Rowe Price and its
affiliates managed over $41.4 billion of
assets and Flemings managed the U.S.
equivalent of approximately $45 billion.
Board of Directors. The management of each
Fund's business and affairs is the
responsibility of the Funds' Board of
Directors.
T. Rowe Price, Flemings, and Jardine
Fleming are owners of Price-Fleming. The
common stock of Price-Fleming is 50% owned
by a wholly-owned subsidiary of T. Rowe
Price, 25% by a subsidiary of Flemings and
25% by Jardine Fleming Group Limited
(Jardine Fleming). (Half of Jardine
Fleming is owned by Flemings and half by
Jardine Matheson Holdings Limited.) T.
Rowe Price has the right to elect a
majority of the board of directors of
Price-Fleming, and Flemings has the right
to elect the remaining directors, one of
whom will be nominated by Jardine Fleming.
Research and Administration. 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. Additional investment research
and administrative support for equity
investments is provided to Price-Fleming by
Fleming Investment Management Limited (FIM)
and Jardine Fleming Investment Holdings
Limited (JFIH) for which each receives from
Price-Fleming a fee of .075% of the market
value of all assets in equity accounts
under Price-Fleming's management. FIM and
PAGE 37
JFIH are wholly-owned subsidiaries of
Flemings and Jardine Fleming, respectively.
Fleming International Fixed Interest
Management Limited (FIFIM) provides Price-
Fleming additional investment research and
administrative support on fixed income
investments and receives from Price-Fleming
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. FIFIM is owned by Flemings.
Certain officers of Price-Fleming are
directors of FIFIM. JFIH 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.
Portfolio Transactions. Decisions with
respect to the purchase and sale of a
Fund's portfolio securities on behalf of
each Fund are made by Price-Fleming. The
Funds' Board of Directors has authorized
Price-Fleming to utilize affiliates of
Flemings and Jardine Fleming in the
capacity of broker in connection with the
execution of a Fund's portfolio
transactions if Price-Fleming believes that
doing so would result in an economic
advantage (in the form of lower execution
costs or otherwise) being obtained by the
Fund.
Investment Services. T. Rowe Price
Investment Services, Inc., a wholly-owned
subsidiary of T. Rowe Price, is the
distributor for these Funds as well as all
other T. Rowe Price Funds.
Transfer and Dividend Disbursing Agent.
TRP Services, a wholly-owned subsidiary of
T. Rowe Price, serves the Funds as transfer
and dividend disbursing agent. T. Rowe
Price Retirement Plan Services, Inc., a
wholly-owned subsidiary of T. Rowe Price,
performs subaccounting and recordkeeping
services for shareholder accounts in
certain retirement plans investing in the
Price Funds. T. Rowe Price calculates the
daily share price and maintains the
portfolio and general accounting records of
each Fund. The address for TRP Services
PAGE 38
and T. Rowe Price Retirement Plan Services,
Inc. is 100 East Pratt Street, Baltimore,
Maryland 21202.
________________________ ___________________________________________
EXPENSES AND MANAGEMENT Each Fund bears all expenses of its
FEE operations other than those incurred by
Price-Fleming under its Investment
Management Agreement with Price-Fleming.
Fund expenses include: the management fee;
shareholder servicing fees and expenses;
custodian and accounting fees and expenses;
legal and auditing fees; expenses of
preparing and printing prospectuses and
shareholder reports; registration fees and
expenses; proxy and annual meeting
expenses, if any; and directors' fees and
expenses.
Management Fee. Each Fund pays Price-
Fleming an investment management fee
consisting of an Individual Fund Fee and a
Group Fee. See Summary of Funds' Fees and
Expenses for the Individual Fund Fee. The
Group Fee varies and is based on the
combined net assets of all mutual funds
sponsored and managed by Price-Fleming and
T. Rowe Price, excluding T. Rowe Price
Spectrum Fund, Inc., and any institutional
or private label mutual funds, and
distributed by T. Rowe Price Investment
Services, Inc.
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. The table
below shows the annual Group Fee rate at
various asset levels of the combined Price
Funds:
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter
PAGE 39
Based on combined Price Funds' assets of
approximately $34.7 billion at December 31,
1993, the Group Fee was 0.35%.
________________________ ___________________________________________
SHAREHOLDER SERVICES The following is a brief summary of
services available to shareholders in the
T. Rowe Price Funds, some of which may be
restricted or unavailable to retirement
plan accounts. You must authorize most of
these services on a New Account or
Shareholder Services Form. Services may be
modified or withdrawn at any time without
notice. Please verify all transactions on
your confirmation statements promptly after
receiving them. Any discrepancies must be
reported to Shareholder Services
immediately.
Automatic Asset Builder. You can have us
move $50 or more on the same day each month
from your bank account or invest $50 or
more from your paycheck into any T. Rowe
Price Fund.
Checkwriting Service. There is no charge
for this service and you may write an
unlimited number of checks. Minimum check
amount is $500. Remember that a
checkwriting redemption in the Funds will
be treated as a capital gain or loss
transaction for tax purposes.
This service is subject to State Street
Bank's rules and regulations and is
governed by Massachusetts Uniform
Commercial Code. Stop payment instructions
should be given by calling Shareholder
Services at 1-800-225-5132.
Investor Services Discount Brokerage Service. You can trade
1-800-638-5660 stocks, bonds, options, CDs, Treasury
1-410-547-2308 Bills, and precious metals at substantial
savings through our Discount Brokerage
Service. Call Investor Services for more
information.
Exchange Service. You can move money from
one account to an existing identically
registered account or open a new
identically registered account. Remember
that, for tax purposes, an exchange is
treated as a redemption and a new purchase.
Exchanges into a state tax-free fund are
limited to investors residing in states
PAGE 40
where those funds are qualified for sale.
Some of the T. Rowe Price Funds may impose
a redemption fee of .50-2%, payable to such
Funds, on shares held for less than 12
months, or in some Funds, six months.
Retirement Plans. For details on IRAs,
please call Investor Services. For details
on all other retirement plans, please call
our Trust Company at 1-800-492-7670.
Shareholder Services Telephone Services. The following services
1-800-225-5132 are explained fully in the Services Guide,
1-410-625-6500 which is mailed to new T. Rowe Price
investors. If you don't have a copy,
please call Shareholder Services. (All
telephone calls to Shareholder Services and
Investor Services are recorded in order to
protect you, each Fund, and its agents.)
24-Hour Service. Tele*Access(registered
trademark) provides information on
yields, prices, latest dividends, account
balances, and last transaction as well as
the ability to request prospectuses
account forms, duplicate statements and
initiate purchase, redemption and
exchange orders (if you have established
Telephone Services). Just call 1-800-
638-2587 and press the appropriate codes
into your touch-tone phone.
PC*Access(registered trademark) provides
the same information as Tele*Access, but
on a personal computer.
Electronic Transfers. We offer three
free methods for purchasing or redeeming
Fund shares in amounts of $100 to
$100,000 through ACH transfers between
your bank checking and Fund accounts:
-- By calling Shareholder Services
during business hours (Tele-
Connect(registered trademark);
-- By touch-tone phone any day, any
time (Tele*Access);
-- By personal computer any day, any
time (PC*Access).
If your bank checking and fund account
are not identically registered, you will
need a signature guarantee to establish
this service.
PAGE 41
ACH: (Automated Clearing House) is an
automated method of initiating payments
from and receiving payments in your
financial institution account. ACH is a
payment system supported by over 20,000
credit unions, banks and savings banks
which electronically exchange the
transactions primarily through the
Federal Reserve Banks.
Wire Transfers. Wire transfers can be
processed through bank wires (a $5 charge
applies to redemption amounts under
$5,000, and your bank may charge you for
receiving wires). While this is usually
the quickest transfer method, the Funds
reserve the right to temporarily suspend
wires under unusual circumstances.
________________________ ___________________________________________
CONDITIONS OF YOUR Account Balance. If your account drops
PURCHASE below $1,000 for three months or more, each
Fund has the right to close your account,
after giving 60 days' notice, unless you
make additional investments to bring your
account value to $1,000 or more.
Broker-Dealers. Purchases or redemptions
through broker-dealers, banks, and other
institutions may be subject to service fees
imposed by those entities. No such fees
are charged by T. Rowe Price Investment
Services or the Funds if shares are
purchased or redeemed directly from the
Funds.
Excessive Trading and Exchange Limitations.
To protect Fund shareholders against
disruptions in portfolio management which
might occur as a result of too frequent buy
and sell activity and to minimize Fund
expenses associated with such transaction
activity, each Fund prohibits excessive
trading in any account (or group of
accounts managed by the same person).
Within any 120 consecutive-day period,
investors may not exchange between Price
Funds more than twice or buy and sell the
Price Funds more than once, if the
transactions involve substantial assets or
a substantial portion of the assets in the
account or accounts. This policy is
applied on a multi-fund basis. Any
transactions above and beyond these
guidelines will be considered to be
PAGE 42
excessive trading, and the investor may be
prohibited from making additional purchases
or exercising the exchange privilege.
This policy does not apply to exchanges
solely between, or purchases and sales
solely of, the Price Money Funds, nor does
it apply to simple redemptions from any
Fund.
Nonpayment. If your check, wire or ACH
transfer does not clear, or if payment is
not received for any telephone purchase,
the transaction will be cancelled and you
will be responsible for any loss the Funds
or Investment Services incurs. If you are
already a shareholder, each Fund can redeem
shares from any identically registered
account in each of these Funds or any other
T. Rowe Price Fund as reimbursement for any
loss incurred. You may be prohibited or
restricted from making future purchases in
any of the T. Rowe Price Funds.
U.S. Dollars. All purchases must be paid
for in U.S. dollars, and checks must be
drawn on U.S. banks.
Redemptions in Excess of $250,000.
Redemption proceeds are normally paid in
cash. However, if you redeem more than
$250,000, or 1% of the Fund's net assets,
in any 90-day period, the Fund may in its
discretion: (1) pay the difference between
the redemption amount and the lesser of
these two figures with securities of the
Fund or (2) delay the transmission of your
proceeds for up to five business days after
your request is received.
Signature Guarantees. A signature
guarantee is designed to protect you and
the Funds by verifying your signature. You
will need one to:
(1) Establish certain services after the
account is opened.
(2) Redeem over $50,000 by written
request (unless you have authorized
Telephone Services).
(3) Redeem or exchange shares when
proceeds are: (i) being mailed to an
address other than the address of
record, (ii) made payable to other
PAGE 43
than the registered owner(s), or
(iii) being sent to a bank account
other than the bank account listed
on your fund account.
(4) Transfer shares to another owner.
(5) Send us written instructions asking
us to wire redemption proceeds
(unless previously authorized).
(6) Establish Electronic Transfers when
your bank checking and fund account
are not identically registered.
These requirements may be waived or
modified in certain instances.
Acceptable guarantors are all eligible
guarantor institutions as defined by the
Securities Exchange Act of 1934 such as:
commercial banks which are FDIC members,
trust companies, firms which are members of
a domestic stock exchange, and foreign
branches of any of the above. We cannot
accept guarantees from institutions or
individuals who do not provide
reimbursement in the case of fraud, such as
notaries public.
Telephone Exchange and Redemption.
Telephone exchange and redemption are
established automatically when you sign the
New Account Form unless you check the box
which states that you do not want these
services. The Fund uses reasonable
procedures (including shareholder identity
verification) to confirm that instructions
given by telephone are genuine. If these
procedures are not followed, it is the
opinion of certain regulatory agencies that
the Fund may be liable for any losses that
may result from acting on the instructions
given. All conversations are recorded, and
a confirmation is sent within five business
days after the telephone transaction.
Ten-Day Hold. The mailing of proceeds for
redemption requests involving any shares
purchased by personal, corporate or
government check, or ACH transfer is
generally subject to a 10-day delay to
allow the check or transfer to clear. The
10-day clearing period does not affect the
trade date on which your purchase or
redemption order is priced, or any
PAGE 44
dividends and capital gain distributions to
which you may be entitled through the date
of redemption. If your redemption request
was sent by mail or mailgram, proceeds will
be mailed no later than the seventh
calendar day following receipt unless the
check or ACH transfer has not cleared. The
10-day hold does not apply to purchases
made by wire, Automatic Asset Builder-
Paycheck, or cashier's, treasurer's, or
certified checks.
Each Fund and its agents reserve the right
to: (1) reject any purchase or exchange,
cancel any purchase due to nonpayment, or
reject any exchange or redemption where the
Fund has not received payment; (2) waive or
lower the investment minimums; (3) accept
initial purchases by telephone or mailgram;
(4) waive the limit on subsequent purchases
by telephone; (5) reject any purchase or
exchange prior to receipt of the
confirmation statement; (6) redeem your
account (see Tax Identification Number);
(7) modify the conditions of purchase at
any time; and (8) reject any check not made
directly payable to the Fund or T. Rowe
Price (call Shareholder Services for more
information).
________________________ ___________________________________________
COMPLETING THE NEW Tax Identification Number. We must have
ACCOUNT FORM your correct social security or corporate
tax identification number and a signed New
Account Form or W-9 Form. Otherwise,
federal law requires the Funds to withhold
You must provide your tax a percentage (currently 31%) of your
ID number and sign the dividends, capital gain distributions, and
New Account Form. redemptions, and may subject you to an IRS
fine. You also will be prohibited from
opening another account by exchange. If
this information is not received within 60
days after your account is established,
your account may be redeemed, priced at the
NAV on the date of redemption.
Unless you otherwise request, one
shareholder report will be mailed to
multiple account owners with the same tax
identification number and same zip code and
to those shareholders who have requested
that their accounts be combined with
someone else's for financial reporting.
PAGE 45
Account Registration. If you own other T.
Rowe Price Funds, make certain the
registration (name and account type) is
identical to your other funds for easy
exchange. Remember to sign the form
exactly as the name appears in the
registration section.
Services. By signing up for services on
the New Account Form, rather than after the
account is opened, you will avoid having to
complete a separate form and obtain a
signature guarantee (see Conditions of Your
Purchase).
________________________ ___________________________________________
OPENING A NEW ACCOUNT Minimum initial investment: $2,500 ($1,000
for retirement
plans and gifts
or transfers to
minors
(UGMA/UTMA
accounts); $50
per month for
Automatic Asset
Builder
accounts--see
Shareholder
Services)
By Mail Send your New Account Form and
check to:
Checks payable to T. Rowe Regular Mail Mailgram,
Price Funds. Express,
Registered, or
Certified Mail
T. Rowe Price T. Rowe Price
Account Services Account Services
P.O. Box 17300 10090 Red Run
Baltimore, MD Boulevard
21298-9353 Owings Mills, MD
21117
___________________________________________
Investor Services By Wire Call Investor Services for an
1-800-638-5660 account number and use Wire Address
1-410-547-2308 below. Then, complete the New
Account Form and mail it to one of
the above addresses. (Not
applicable to retirement plans.)
Wire Address Morgan Guaranty
(to give to your Trust Company
bank): of New York
ABA #021000238
PAGE 46
T. Rowe Price
(fund name)/
AC-00153938
Account name(s)
and account
number
___________________________________________
Shareholder Services By Exchange Call Shareholder Services. The
1-800-225-5132 new account will have the same
1-410-625-6500 registration as the account
from which you are exchanging.
Services for the new account
may be carried over by
telephone request if
preauthorized on the existing
account. See Excessive Trading
and Exchange Limitations under
Conditions of Your Purchase.
___________________________________________
In Person Drop off your New Account Form
and obtain a receipt at a
T. Rowe Price Investor Center:
101 East T. Rowe Price
Lombard StreetFinancial Center
First Floor First Floor
Baltimore, MD 10090 Red Run
Boulevard
Owings Mills, MD
Farragut ARCO Tower
Square 31st Floor
First Floor 515 South
900 17th Flower Street
Street, NW Los Angeles,
Washington, CA
DC
_________________________ ___________________________________________
PURCHASING ADDITIONAL Minimum: $100 ($50 for retirement plans
SHARES and Automatic Asset Builder)
By Wire Call Shareholder Services or
use the Wire Address in Opening
a New Account.
___________________________________________
By Mail Indicate your account number
and the Fund name on your
check. Mail it to us at the
address below Shareholder with
Shareholder Services the stub from a statement
1-800-225-5132 confirming a prior Services
1-410-625-6500 transaction or a note stating
that you want to purchase
PAGE 47
shares in that Fund and giving
us the account number.
T. Rowe Price Funds
Account Services
P.O. Box 89000
Baltimore, MD 21289-1500
___________________________________________
By ACH Use Tele*Access, PC*Access or
Transfer call Shareholder Services (if
you have established Telephone
Services) for ACH transfers.
___________________________________________
By Automatic Fill out the Automatic Asset
Asset Builder section on the New
Builder Account or Shareholder Services
Form.
___________________________________________
Minimum: $5,000
By Phone Call Shareholder Services.
________________________ ___________________________________________
EXCHANGING AND REDEEMING By Phone Call Shareholder Services. If
SHARES you find our phones busy during
unusually volatile markets,
please consider placing your
order by express mail,
mailgram, Tele*Access or
PC*Access. For exchange
policy, see Excessive Trading
and Exchange Limitations under
Conditions of Your Purchase.
Redemption proceeds can be
mailed, sent by ACH transfer,
or wired to your bank. The
Funds charge a $5.00 fee for
wire redemptions under $5,000,
subject to change without
notice. Your bank may also
charge you for receiving wires.
___________________________________________
By Mail Indicate account name(s) and
numbers, fund name(s), and
Shareholder Services exchange or redemption amount.
1-800-225-5132 For exchanges, indicate the
1-410-625-6500 accounts you are exchanging
from and to along with the
amount. We require the
signature of all owners exactly
as registered, and possibly a
signature guarantee (see
Signature Guarantees under
Conditions of Your Purchase).
PAGE 48
Note: Distributions from
retirement accounts, including
IRAs, must be in writing.
Please call Shareholder
Services to obtain an IRA
Distribution Request Form. For
employer-sponsored retirement
accounts, call T. Rowe Price
Trust Company or your plan
administrator for instructions.
Shareholders holding previously
issued certificates must
conduct transactions by mail.
T. Rowe Price Trust If you lose a stock
Company certificate, you may incur an
1-800-492-7670 expense to replace it. Call
1-410-625-6585 Shareholder Services for
further information.
Mailing addresses:
Regular Mail Mailgram,
Express,
Registered, or
Certified Mail
Non-Retirement
and IRA
Accounts All Accounts
T. Rowe Price T. Rowe Price
Account ServicesAccount
P.O. Box 89000 Services
Baltimore, MD 10090 Red Run
21289-0220 Boulevard
Owings Mills,
MD 21117
Employer-Sponsored
Retirement Accounts
T. Rowe Price Trust Company
P.O. Box 89000
Baltimore, MD 21289-0300
PAGE 49
Prospectus
To Open an Account:
Investor Services T. Rowe Price International
1-800-638-5660 Fixed Income Funds
547-2308 in Baltimore
Yields & Prices: May 1, 1994
Tele*AccessR
24 hours, 7 days a week
1-800-638-2587
625-7676 in Baltimore
Existing Account:
Shareholder Services
1-800-225-5132
625-6500 in Baltimore
Investor Centers:
101 East Lombard Street
First Floor
Baltimore, Maryland
Farragut Square
First Floor
900 17th Street, NW
Washington, DC
T. Rowe Price Financial Center
First Floor
10090 Red Run Boulevard
Owings Mills, Maryland
ARCO Tower
31st Floor
515 South Flower Street
Los Angeles, California
T. ROWE PRICE
Invest With ConfidenceR
PAGE 77
STATEMENT OF ADDITIONAL INFORMATION
T. Rowe Price International Funds, Inc. (the "Corporation")
Short-Term Global Income Fund
Global Government Bond Fund
International Bond FundR
(the "Funds")
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Fund's prospectus dated May 1, 1994, which may be
obtained from T. Rowe Price Investment Services, Inc., 100 East Pratt Street,
Baltimore, Maryland 21202.
The date of this Statement of Additional Information is May 1, 1994.
PAGE 78
TABLE OF CONTENTS
Page Page
Call and Put Options . . . . . . . Investment Programs. . . . . . . . .
Capital Stock. . . . . . . . . . . (pages __-__ in Prospectus)
Custodian. . . . . . . . . . . . . Investment Restrictions. . . . . . .
Dealer Options . . . . . . . . . . Legal Counsel. . . . . . . . . . . .
Distributor for Funds. . . . . . . Lending of Portfolio Securities. . .
Dividends. . . . . . . . . . . . . Management of Funds. . . . . . . . .
Federal and State Registration Net Asset Value Per Share . . . . . .
of Shares. . . . . . . . . . . . Portfolio Transactions . . . . . . .
Foreign Currency Transactions. . . Pricing of Securities. . . . . . . .
Foreign Futures and Options. . . . Principal Holders of Securities. . .
Futures Contracts. . . . . . . . . Ratings of Corporate Debt
Hybrid Commodity and Security Securities . . . . . . . . . . . . .
Instruments . . . . . . . . . . . Repurchase Agreements. . . . . . . .
Illiquid Securities. . . . . . . . Risk Factors of Foreign Investing. .
Independent Accountants. . . . . . Risk Factors of Investing in Debt
Investment Management Services . . Obligations. . . . . . . . . . . .
(pages __-__ in Prospectus) Tax Status. . . . . . . . . . . . . .
Investment Objectives. . . . . . . (pages __ and __ in Prospectus)
(page __ in Prospectus) Taxation of Foreign Shareholder . . .
Investment Objectives and When-Issued Securities. . . . . . . .
Policies . . . . . . . . . . . . Yield Information. . . . . . . . . .
Investment Performance . . . . . .
INVESTMENT OBJECTIVES AND POLICIES
The following information supplements the discussion of each Fund's
investment objectives and policies discussed on pages __, __ through __ of the
prospectus. Unless otherwise specified, the investment program and
restrictions of each Fund are not fundamental policies. The operating
policies of each Fund are subject to change by its Board of Directors without
shareholder approval. However, shareholders will be notified of a material
change in an operating policy. The fundamental policies of each Fund may not
be changed without the approval of at least a majority of the outstanding
shares of each Fund or, if it is less, 67% of the shares represented at a
meeting of shareholders at which the holders of 50% or more of the shares are
represented.
INVESTMENT OBJECTIVES
Short-Term Global Income Fund
The Fund's investment objective is to seek to provide high current income
consistent with modest share price fluctuation by investing primarily in high
quality, short-term U.S. and foreign fixed income securities.
Global Government Bond Fund
The Fund's investment objective is to seek to provide a high level of
current income and, secondarily, capital appreciation and protection of
PAGE 79
principal by investing primarily in high-quality U.S. and foreign government
bonds.
International Bond Fund
The Fund's investment objective is to seek to provide a high current
income by investing in a diversified portfolio of non dollar-denominated,
high-quality government and corporate bonds. The Fund also seeks capital
appreciation and to moderate price fluctuation by actively managing its
maturity structure and currency exposure.
All Funds
The Funds' investment manager, Rowe Price-Fleming International, Inc.
("Price-Fleming"), one of America's largest managers of no-load international
mutual fund assets, regularly analyzes a broad range of international equity
and fixed income markets in order to assess the degree of risk and level of
return that can be expected from each market. Based upon its current
assessment, Price-Fleming believes a high level of current income may be
achieved by investing in high quality international fixed income securities,
high quality, short-term U.S. and foreign fixed income securities, or high
quality U.S. and foreign government bonds. Of course, there can be no
assurance that Price-Fleming's forecasts of expected return will be reflected
in the actual returns achieved by the Funds.
Each Fund's share price will fluctuate with market, economic and foreign
exchange conditions, and your investment may be worth more or less when
redeemed than when purchased. The Funds should not be relied upon as a
complete investment program, nor used to play short-term swings in the global
bond or foreign exchange markets. The Funds are subject to risks unique to
international investing. See discussion under "Risk Factors of Foreign
Investing" beginning on page __. Further, there is no assurance that the
favorable trends discussed below will continue, and the Funds cannot guarantee
they will achieve their objectives.
INVESTMENT PROGRAMS
Short-Term Global Income and Global Government Bond Funds
The Short-Term Global Income Fund invests primarily in a globally
diversified portfolio of high quality, short-term U.S. and foreign bonds. The
Fund will normally have at least 65% of its assets in high quality, short-term
U.S. or foreign fixed income securities.
The Global Government Bond Fund invests primarily in a globally
diversified portfolio of U.S. and foreign government bonds. The Fund will
normally have at least 65% of its assets in bonds issued or guaranteed by the
U.S. or foreign governments, their agencies and instrumentalities, as well as
foreign authorities, provinces and municipalities.
The securities of U.S. issuers in which both Funds may invest include, but
are not limited to, the following:
U.S. Government Obligations. Debt securities issued by the U.S. Treasury.
These are direct obligations of the U.S. Government and differ mainly in the
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length of their maturities.
U.S. Government Agency Securities. Issued or guaranteed by U.S.
Government sponsored enterprises and federal agencies. These include
securities issued by the Federal National Mortgage Association, Government
National Mortgage Association, Federal Home Loan Bank, Federal Land Banks,
Farmers Home Administration, Banks for Cooperatives, Federal Intermediate
Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business
Association, and the Tennessee Valley Authority. Some of these securities are
supported by the full faith and credit of the U.S. Treasury, and the remainder
are supported only by the credit of the instrumentality, which may or may not
include the right of the issuer to borrow from the Treasury.
Bank Obligations. Certificates of deposit, bankers' acceptances, and
other short-term debt obligations. Certificates of deposit are short-term
obligations of commercial banks. A bankers' acceptance is a time draft drawn
on a commercial bank by a borrower, usually in connection with international
commercial transactions. Certificates of deposit may have fixed or variable
rates.
Savings and Loan Obligations. Negotiable certificates of deposit and
other short-term debt obligations of savings and loan associations.
Collateralized Mortgage Obligations (CMOs). CMOs are obligations fully
collateralized by a portfolio of mortgages or mortgage-related securities.
Payments of principal and interest on the mortgages are passed through to the
holders of the CMOs on the same schedule as they are received, although
certain classes of CMOs have priority over others with respect to the receipt
of prepayments on the mortgages. Therefore, depending on the type of CMOs in
which a Fund invests, the investment may be subject to a greater or lesser
risk of prepayment than other types of mortgage-related securities.
Asset Backed Receivables. The asset-backed securities that may be
purchased include, but are not limited to, Certificates for Automobile
Receivables (CARSsm) and Credit Card Receivable Securities. CARSsm represent
undivided fractional interests in a trust whose assets consist of a pool of
motor vehicle retail installment sales contracts and security interests in the
vehicles securing these contracts. In addition to the general risks
pertaining to all asset-backed securities, CARSsm are subject to the risks of
delayed payments or losses if the full amounts due on underlying sales
contracts are not realized by the trust due to unanticipated legal or
administrative costs of enforcing the contracts, or due to depreciation,
damage or loss of the vehicles securing the contracts. Credit Card Receivable
Securities are backed by receivables from revolving credit card accounts.
Since balances on revolving credit card accounts are generally paid down more
rapidly than CARSsm, issuers often lengthen the maturity of these securities
by providing for a fixed period during which interest payments are passed
through and principal payments are used to fund the transfer of additional
receivables to the underlying pool. The failure of the underlying receivables
to generate principal payments may therefore shorten the maturity of these
securities. In addition, unlike most other asset-backed securities, Credit
Card Receivable Securities are backed by obligations that are not secured by
an interest in personal or real property.
After purchase by a Fund, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
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event will require a sale of such security by a Fund. However, Price-Fleming
will consider such event in its determination of whether a Fund should
continue to hold the security. To the extent that the ratings given by
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation
("S&P") may change as a result of changes in such organizations or their
rating systems, the Funds will attempt to use comparable ratings as standards
for investments in accordance with the investment policies contained in the
prospectus.
International Bond Fund
The Fund will invest primarily in an international diversified portfolio
of nondollar-denominated, high-quality fixed income securities. Price-Fleming
will base its investment decisions on fundamental market attractiveness,
currency trends, local market factors and credit quality. The Fund will
generally invest in countries where the combination of fixed income market
returns and currency exchange rate movements is attractive, or, if the
currency trend is unfavorable, where the currency risk can be minimized
through hedging. The Fund intends to invest in at least three countries under
ordinary circumstances. However, under unusual circumstances, it may invest
substantially all of its assets in one or two countries. Because Price-
Fleming currently expects to invest a large percentage of assets in foreign
government securities in order to maintain liquidity and to reduce credit
risk, the Fund has registered as a "non-diversified" investment company. The
Fund may, for temporary defensive purposes, invest, without limitation, in
U.S. dollar-denominated debt securities.
Risk Factors of Foreign Investing
There are special risks in investing in the Funds. Certain of these risks
are inherent in any international mutual fund while others relate more to the
countries in which the Funds will invest. Many of the risks are more
pronounced for investments in developing or emerging countries, such as many
of the countries of Southeast Asia, Latin America, Eastern Europe and the
Middle East. Although there is no universally accepted definition, a
developing country is generally considered to be a country which is in the
initial stages of its industrialization cycle with a per capita gross national
product of less than $8,000.
General. Investors should understand that all investments have a risk
factor. There can be no guarantee against loss resulting from an investment
in the Funds, and there can be no assurance that the Funds' investment
policies will be successful, or that its investment objectives will be
attained. The Funds are designed for individual and institutional investors
seeking to diversify beyond the United States in actively researched and
managed portfolios, and are intended for long-term investors who can accept
the risks entailed in investment in foreign securities.
Political and Economic Factors. Individual foreign economies of certain
countries may differ favorably or unfavorably from the United States' economy
in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payments
position. The internal politics of certain foreign countries are not as
stable as in the United States. For example, in 1991, the existing government
in Thailand was overthrown in a military coup. In 1992, there were two
military coup attempts in Venezuela and in 1992 the President of Brazil was
PAGE 82
impeached. In addition, significant external political risks currently affect
some foreign countries. Both Taiwan and China still claim sovereignty of one
another and there is a demilitarized border between North and South Korea.
Governments in certain foreign countries continue to participate to a
significant degree, through ownership interest or regulation, in their
respective economies. Action by these governments could have a significant
effect on market prices of securities and payment of dividends. The economies
of many foreign countries are heavily dependent upon international trade and
are accordingly affected by protective trade barriers and economic conditions
of their trading partners. The enactment by these trading partners of
protectionist trade legislation could have a significant adverse effect upon
the securities markets of such countries.
Currency Fluctuations. The Funds will invest in securities denominated in
the currencies specified elsewhere herein. Accordingly, a change in the value
of any such currency against the U.S. dollar will result in a corresponding
change in the U.S. dollar value of the Funds' assets denominated in that
currency. Such changes will also affect the Funds' income. Generally, when a
given currency appreciates against the dollar (the dollar weakens) the value
of the Fund's securities denominated in that currency will rise. When a given
currency depreciates against the dollar (the dollar strengthens) the value of
the Funds' securities denominated in that currency would be expected to
decline.
Investment and Repatriation of Restrictions. Foreign investment in the
securities markets of certain foreign countries is restricted or controlled in
varying degrees. These restrictions may limit at times and preclude
investment in certain of such countries and may increase the cost and expenses
of the Funds. Investments by foreign investors are subject to a variety of
restrictions in many developing countries. These restrictions may take the
form of prior governmental approval, limits on the amount or type of
securities held by foreigners, and limits on the types of companies in which
foreigners may invest. Additional or different restrictions may be imposed at
any time by these or other countries in which the Funds invest. In addition,
the repatriation of both investment income and capital from several foreign
countries is restricted and controlled under certain regulations, including in
some cases the need for certain government consents. For example, capital
invested in Chile normally cannot be repatriated for one year.
Market Characteristics. It is contemplated that most foreign securities,
other than Latin American securities, will be purchased in over-the-counter
markets or on stock exchanges located in the countries in which the respective
principal offices of the issuers of the various securities are located, if
that is the best available market. Currently, it is anticipated that many
Latin American investments will be made through ADRs traded in the United
States. Foreign stock markets are generally not as developed or efficient as,
and may be more volatile than, those in the United States. While growing in
volume, they usually have substantially less volume than U.S. markets and the
Funds' portfolio securities may be less liquid and subject to more rapid and
erratic price movements than securities of comparable U.S. companies. Equity
securities may trade at price/earnings multiples higher than comparable United
States securities and such levels may not be sustainable. Fixed commissions
on foreign stock exchanges are generally higher than negotiated commissions on
United States exchanges, although the Funds will endeavor to achieve the most
favorable net results on their portfolio transactions. There is generally
PAGE 83
less government supervision and regulation of foreign stock exchanges, brokers
and listed companies than in the United States. Moreover, settlement
practices for transactions in foreign markets may differ from those in United
States markets. Such differences may include delays beyond periods customary
in the United States and practices, such as delivery of securities prior to
receipt of payment, which increase the likelihood of a "failed settlement."
Failed settlements can result in losses to a Fund.
Investment Funds. The Funds may invest in investment funds which have
been authorized by the governments of certain countries specifically to permit
foreign investment in securities of companies listed and traded on the stock
exchanges in these respective countries. The Funds' investment in these funds
is subject to the provisions of the 1940 Act discussed on pages __ and __. If
the Funds invest in such investment funds, the Funds' shareholders will bear
not only their proportionate share of the expenses of the Funds (including
operating expenses and the fees of the investment manager), but also will bear
indirectly similar expenses of the underlying investment funds. In addition,
the securities of these investment funds may trade at a premium over their net
asset value.
Information and Supervision. There is generally less publicly available
information about foreign companies comparable to reports and ratings that are
published about companies in the United States. Foreign companies are also
generally not subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to United
States companies. It also may be more difficult to keep currently informed of
corporate actions which affect the prices of portfolio securities.
Taxes. The dividends and interest payable on certain of the Funds'
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the net amount of income available for distribution to the Funds'
shareholders. A shareholder otherwise subject to United States federal income
taxes may, subject to certain limitations, be entitled to claim a credit or
deduction for U.S. federal income tax purposes for his or her proportionate
share of such foreign taxes paid by the Funds. (See "Tax Status," page __.)
Costs. Investors should understand that the expense ratios of the Funds
can be expected to be higher than investment companies investing in domestic
securities since the cost of maintaining the custody of foreign securities and
the rate of advisory fees paid by the Funds are higher.
Small Companies. Small companies may have less experienced management and
fewer management resources than larger firms. A smaller company may have
greater difficulty obtaining access to capital markets, and may pay more for
the capital it obtains. In addition, smaller companies are more likely to be
involved in fewer market segments, making them more vulnerable to any downturn
in a given segment. Some of these factors may also apply, to a lesser extent,
to medium size companies. Some of the smaller companies in which the Funds
will invest may be in major foreign markets; others may be leading companies
in emerging countries outside the major foreign markets. Securities analysts
generally do not follow such securities, which are seldom held outside of
their respective countries and which may have prospects for long-term
investment returns superior to the securities of well-established and well-
known companies. Direct investment in such securities may be difficult for
United States investors because, among other things, information relating to
such securities is often not readily available. Of course, there are also
PAGE 84
risks associated with such investments, and there is no assurance that such
prospects will be realized.
Other. With respect to certain foreign countries, especially developing
and emerging ones, there is the possibility of adverse changes in investment
or exchange control regulations, expropriation or confiscatory taxation,
limitations on the removal of funds or other assets of the Funds, political or
social instability, or diplomatic developments which could affect investments
by U.S. persons in those countries.
Risk Factors of Investing in Debt Obligations
Because of their investment policies, the Bond Funds may or may not be
suitable or appropriate for all investors. The Funds are not money market
funds and are not appropriate investments for those whose primary objective is
principal stability. There is risk in all investment. The Short-Term Global
Income Fund is designed for the investor, who is willing to accept the risks
of international investing in seeking to participate in a diversified
portfolio of U.S. and foreign government short-term high quality bonds and
other debt securities which provide greater stability in the rate of income
than a money market fund (average weighted maturity of less than 90 days) and
less risk of capital fluctuation than a portfolio of long-term debt
securities. The value of the portfolio securities of each Fund will fluctuate
based upon market, economic and foreign exchange conditions. Although each
Fund seeks to reduce risk by investing in a diversified portfolio, such
diversification does not eliminate all risk. There can, of course, be no
assurance that the Funds will achieve these results.
Yields on short, intermediate, and long-term securities are dependent on a
variety of factors, including the general conditions of the money, bond and
foreign exchange markets, the size of a particular offering,the maturity of
the obligation, and the rating of the issue. Debt securities with longer
maturities tend to produce higher yields and are generally subject to
potentially greater capital appreciation and depreciation than obligations
with shorter maturities and lower yields. The market prices of debt
securities usually vary, depending upon available yields. An increase in
interest rates will generally reduce the value of portfolio investments, and a
decline in interest rates will generally increase the value of portfolio
investments. The ability of each Fund to achieve its investment objective is
also dependent on the continuing ability of the issuers of the debt securities
in which each Fund invests to meet their obligations for the payment of
interest and principal when due.
Special Risks of High Yield Investing
The Fund may invest up to 10% of its assets in low quality bonds commonly
referred to as "junk bonds." Junk bonds are regarded as predominantly
speculative with respect to the issuer's continuing ability to meet principal
and interest payments. Because investment in low and lower-medium quality
bonds involves greater investment risk, to the extent the Fund invests in such
bonds, achievement of its investment objective will be more dependent on T.
Rowe Price's credit analysis than would be the case if the Fund was investing
in higher quality bonds. High yield bonds may be more susceptible to real or
perceived adverse economic conditions than investment grade bonds. A
projection of an economic downturn, or higher interest rates, for example,
could cause a decline in high yield bond prices because the advent of such
PAGE 85
events could lessen the ability of highly leverage issuers to make principal
and interest payments on their debt securities. In addition, the secondary
trading market for high yield bonds may be less liquid than the market for
higher grade bonds, which can adversely affect the ability of a Fund to
dispose of its portfolio securities. Bonds for which there is only a "thin"
market can be more difficult to value inasmuch as objective pricing data may
be less available and judgment may play a greater role in the valuation
process.
In addition to the investments described in the Funds' prospectus, the
Funds may invest in the following:
Options
Writing Covered Call Options
The Fund may write (sell) American or European style "covered" call
options and purchase options to close out options previously written by a
Fund. In writing covered call options, the Fund expects to generate
additional premium income which should serve to enhance the Fund's total
return and reduce the effect of any price decline of the security or currency
involved in the option. Covered call options will generally be written on
securities or currencies which, in Price-Fleming's opinion, are not expected
to have any major price increases or moves in the near future but which, over
the long term, are deemed to be attractive investments for the Fund.
A call option gives the holder (buyer) the "right to purchase" a security
or currency at a specified price (the exercise price) at expiration of the
option (European style) or at any time until a certain date (the expiration
date) (American style). So long as the obligation of the writer of a call
option continues, he may be assigned an exercise notice by the broker-dealer
through whom such option was sold, requiring him to deliver the underlying
security or currency against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at
which the writer effects a closing purchase transaction by repurchasing an
option identical to that previously sold. To secure his obligation to deliver
the underlying security or currency in the case of a call option, a writer is
required to deposit in escrow the underlying security or currency or other
assets in accordance with the rules of a clearing corporation.
The Fund will write only covered call options. This means that the Fund
will own the security or currency subject to the option or an option to
purchase the same underlying security or currency, having an exercise price
equal to or less than the exercise price of the "covered" option, or will
establish and maintain with its custodian for the term of the option, an
account consisting of cash, U.S. government securities or other liquid high-
grade debt obligations having a value equal to the fluctuating market value of
the optioned securities or currencies.
Portfolio securities or currencies on which call options may be written
will be purchased solely on the basis of investment considerations consistent
with the Fund's investment objective. The writing of covered call options is
a conservative investment technique believed to involve relatively little risk
(in contrast to the writing of naked or uncovered options, which the Fund will
not do), but capable of enhancing the Fund's total return. When writing a
covered call option, a Fund, in return for the premium, gives up the
PAGE 86
opportunity for profit from a price increase in the underlying security or
currency above the exercise price, but conversely retains the risk of loss
should the price of the security or currency decline. Unlike one who owns
securities or currencies not subject to an option, the Fund has no control
over when it may be required to sell the underlying securities or currencies,
since it may be assigned an exercise notice at any time prior to the
expiration of its obligation as a writer. If a call option which the Fund has
written expires, the Fund will realize a gain in the amount of the premium;
however, such gain may be offset by a decline in the market value of the
underlying security or currency during the option period. If the call option
is exercised, the Fund will realize a gain or loss from the sale of the
underlying security or currency. The Fund does not consider a security or
currency covered by a call to be "pledged" as that term is used in the Fund's
policy which limits the pledging or mortgaging of its assets.
The premium received is the market value of an option. The premium the
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security or currency, and the length of the
option period. Once the decision to write a call option has been made, Price-
Fleming, in determining whether a particular call option should be written on
a particular security or currency, will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary market will
exist for those options. The premium received by the Fund for writing covered
call options will be recorded as a liability of the Fund. This liability will
be adjusted daily to the option's current market value, which will be the
latest sale price at the time at which the net asset value per share of the
Fund is computed (close of the New York Stock Exchange), or, in the absence of
such sale, the latest asked price. The option will be terminated upon
expiration of the option, the purchase of an identical option in a closing
transaction, or delivery of the underlying security or currency upon the
exercise of the option.
Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security or currency from
being called, or, to permit the sale of the underlying security or currency.
Furthermore, effecting a closing transaction will permit the Fund to write
another call option on the underlying security or currency with either a
different exercise price or expiration date or both. If the Fund desires to
sell a particular security or currency from its portfolio on which it has
written a call option, or purchased a put option, it will seek to effect a
closing transaction prior to, or concurrently with, the sale of the security
or currency. There is, of course, no assurance that the Fund will be able to
effect such closing transactions at favorable prices. If the Fund cannot
enter into such a transaction, it may be required to hold a security or
currency that it might otherwise have sold. When the Fund writes a covered
call option, it runs the risk of not being able to participate in the
appreciation of the underlying securities or currencies above the exercise
price, as well as the risk of being required to hold on to securities or
currencies that are depreciating in value. This could result in higher
transaction costs. The Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
PAGE 87
Call options written by the Fund will normally have expiration dates of
less than nine months from the date written. The exercise price of the
options may be below, equal to, or above the current market values of the
underlying securities or currencies at the time the options are written. From
time to time, the Fund may purchase an underlying security or currency for
delivery in accordance with an exercise notice of a call option assigned to
it, rather than delivering such security or currency from its portfolio. In
such cases, additional costs may be incurred.
The Fund will realize a profit or loss from a closing purchase transaction
if the cost of the transaction is less or more than the premium received from
the writing of the option. Because increases in the market price of a call
option will generally reflect increases in the market price of the underlying
security or currency, any loss resulting from the repurchase of a call option
is likely to be offset in whole or in part by appreciation of the underlying
security or currency owned by the Fund.
In order to comply with the requirements of several states, the Fund will
not write a covered call option if, as a result, the aggregate market value of
all portfolio securities or currencies covering call or put options exceeds
25% of the market value of the Fund's net assets. Should these state laws
change or should the Fund obtain a waiver of its application, the Fund
reserves the right to increase this percentage. In calculating the 25% limit,
the Fund will offset, against the value of assets covering written calls and
puts, the value of purchased calls and puts on identical securities or
currencies with identical maturity dates.
Writing Covered Put Options
The Fund may write American or European style covered put options and
purchase options to close out options previously written by the Fund. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) has the obligation to buy, the underlying security or currency at the
exercise price during the option period (American style) or at the expiration
of the option (European style). So long as the obligation of the writer
continues, he may be assigned an exercise notice by the broker-dealer through
whom such option was sold, requiring him to make payment of the exercise price
against delivery of the underlying security or currency. The operation of put
options in other respects, including their related risks and rewards, is
substantially identical to that of call options.
The Fund would write put options only on a covered basis, which means that
the Fund would maintain in a segregated account cash, U.S. government
securities or other liquid high-grade debt obligations in an amount not less
than the exercise price or the Fund will own an option to sell the underlying
security or currency subject to the option having an exercise price equal to
or greater than the exercise price of the "covered" option at all times while
the put option is outstanding. (The rules of a clearing corporation currently
require that such assets be deposited in escrow to secure payment of the
exercise price.) The Fund would generally write covered put options in
circumstances where Price-Fleming wishes to purchase the underlying security
or currency for the Fund's portfolio at a price lower than the current market
price of the security or currency. In such event the Fund would write a put
option at an exercise price which, reduced by the premium received on the
option, reflects the lower price it is willing to pay. Since the Fund would
also receive interest on debt securities or currencies maintained to cover the
PAGE 88
exercise price of the option, this technique could be used to enhance current
return during periods of market uncertainty. The risk in such a transaction
would be that the market price of the underlying security or currency would
decline below the exercise price less the premiums received. Such a decline
could be substantial and result in a significant loss to the Fund. In
addition, the Fund, because it does not own the specific securities or
currencies which it may be required to purchase in exercise of the put, cannot
benefit from appreciation, if any, with respect to such specific securities or
currencies. In order to comply with the requirements of several states, the
Fund will not write a covered put option if, as a result, the aggregate market
value of all portfolio securities or currencies covering put or call options
exceeds 25% of the market value of the Fund's net assets. Should these state
laws change or should the Fund obtain a waiver of its application, the Fund
reserves the right to increase this percentage. In calculating the 25% limit,
the Fund will offset, against the value of assets covering written puts and
calls, the value of purchased puts and calls on identical securities or
currencies with identical maturity dates.
Purchasing Put Options
The Fund may purchase American or European style put options. As the
holder of a put option, the Fund has the right to sell the underlying security
or currency at the exercise price at any time during the option period
(American style) or at the expiration of the option (European style). The
Fund may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire. The Fund may purchase put options for
defensive purposes in order to protect against an anticipated decline in the
value of its securities or currencies. An example of such use of put options
is provided below.
The Fund may purchase a put option on an underlying security or currency
(a "protective put") owned by the Fund as a defensive technique in order to
protect against an anticipated decline in the value of the security or
currency. Such hedge protection is provided only during the life of the put
option when the Fund, as the holder of the put option, is able to sell the
underlying security or currency at the put exercise price regardless of any
decline in the underlying security's market price or currency's exchange
value. For example, a put option may be purchased in order to protect
unrealized appreciation of a security or currency where Price-Fleming deems it
desirable to continue to hold the security or currency because of tax
considerations. The premium paid for the put option and any transaction costs
would reduce any capital gain otherwise available for distribution when the
security or currency is eventually sold.
The Fund may also purchase put options at a time when the Fund does not
own the underlying security or currency. By purchasing put options on a
security or currency it does not own, the Fund seeks to benefit from a decline
in the market price of the underlying security or currency. If the put option
is not sold when it has remaining value, and if the market price of the
underlying security or currency remains equal to or greater than the exercise
price during the life of the put option, the Fund will lose its entire
investment in the put option. In order for the purchase of a put option to be
profitable, the market price of the underlying security or currency must
decline sufficiently below the exercise price to cover the premium and
transaction costs, unless the put option is sold in a closing sale
transaction.
PAGE 89
To the extent required by the laws of certain states, the Fund may not be
permitted to commit more than 5% of its assets to premiums when purchasing put
and call options. Should these state laws change or should the Fund obtain a
waiver of its application, the Fund may commit more than 5% of its assets to
premiums when purchasing call and put options. The premium paid by the Fund
when purchasing a put option will be recorded as an asset of the Fund. This
asset will be adjusted daily to the option's current market value, which will
be the latest sale price at the time at which the net asset value per share of
the Fund is computed (close of New York Stock Exchange), or, in the absence of
such sale, the latest bid price. This asset will be terminated upon
expiration of the option, the selling (writing) of an identical option in a
closing transaction, or the delivery of the underlying security or currency
upon the exercise of the option.
Purchasing Call Options
The Fund may purchase American or European style call options. As the
holder of a call option, the Fund has the right to purchase the underlying
security or currency at the exercise price at any time during the option
period (American style) or at the expiration of the option (European style).
The Fund may enter into closing sale transactions with respect to such
options, exercise them or permit them to expire. The Fund may purchase call
options for the purpose of increasing its current return or avoiding tax
consequences which could reduce its current return. The Fund may also
purchase call options in order to acquire the underlying securities or
currencies. Examples of such uses of call options are provided below.
Call options may be purchased by the Fund for the purpose of acquiring the
underlying securities or currencies for its portfolio. Utilized in this
fashion, the purchase of call options enables the Fund to acquire the
securities or currencies at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities or
currencies directly. This technique may also be useful to the Fund in
purchasing a large block of securities or currencies that would be more
difficult to acquire by direct market purchases. So long as it holds such a
call option rather than the underlying security or currency itself, the Fund
is partially protected from any unexpected decline in the market price of the
underlying security or currency and in such event could allow the call option
to expire, incurring a loss only to the extent of the premium paid for the
option.
To the extent required by the laws of certain states, the Fund may not be
permitted to commit more than 5% of its assets to premiums when purchasing
call and put options. Should these state laws change or should the Fund
obtain a waiver of its application, the Fund may commit more than 5% of its
assets to premiums when purchasing call and put options. The Fund may also
purchase call options on underlying securities or currencies it owns in order
to protect unrealized gains on call options previously written by it. A call
option would be purchased for this purpose where tax considerations make it
inadvisable to realize such gains through a closing purchase transaction.
Call options may also be purchased at times to avoid realizing losses.
Dealer (Over-the-Counter) Options
The Fund may engage in transactions involving dealer options. Certain
PAGE 90
risks are specific to dealer options. While the Fund would look to a clearing
corporation to exercise exchange-traded options, if the Fund were to purchase
a dealer option, it would rely on the dealer from whom it purchased the option
to perform if the option were exercised. Failure by the dealer to do so would
result in the loss of the premium paid by the Fund as well as loss of the
expected benefit of the transaction.
Exchange-traded options generally have a continuous liquid market while
dealer options have none. Consequently, the Fund will generally be able to
realize the value of a dealer option it has purchased only by exercising it or
reselling it to the dealer who issued it. Similarly, when the Fund writes a
dealer option, it generally will be able to close out the option prior to its
expiration only by entering into a closing purchase transaction with the
dealer to which the Fund originally wrote the option. While the Fund will
seek to enter into dealer options only with dealers who will agree to and
which are expected to be capable of entering into closing transactions with
the Fund, there can be no assurance that the Fund will be able to liquidate a
dealer option at a favorable price at any time prior to expiration. Until the
Fund, as a covered dealer call option writer, is able to effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) or currencies used as cover until the option expires or is exercised.
In the event of insolvency of the contra party, the Fund may be unable to
liquidate a dealer option. With respect to options written by the Fund, the
inability to enter into a closing transaction may result in material losses to
the Fund. For example, since the Fund must maintain a secured position with
respect to any call option on a security it writes, the Fund may not sell the
assets which it has segregated to secure the position while it is obligated
under the option. This requirement may impair a Fund's ability to sell
portfolio securities or currencies at a time when such sale might be
advantageous.
The Staff of the SEC has taken the position that purchased dealer options
and the assets used to secure the written dealer options are illiquid
securities. The Fund may treat the cover used for written OTC options as
liquid if the dealer agrees that the Fund may repurchase the OTC option it has
written for a maximum price to be calculated by a predetermined formula. In
such cases, the OTC option would be considered illiquid only to the extent the
maximum repurchase price under the formula exceeds the intrinsic value of the
option. Accordingly, the Fund will treat dealer options as subject to the
Fund's limitation on unmarketable securities. If the SEC changes its position
on the liquidity of dealer options, the Fund will change its treatment of such
instrument accordingly.
Futures Contracts
Transactions in Futures
Each Fund may enter into financial futures contracts, including stock
index, interest rate and currency futures ("futures or futures contracts");
however, the Funds have no current intention of entering into interest rate
futures. The Funds, however, reserve the right to trade in financial futures
of any kind.
Stock index futures contracts may be used to provide a hedge for a portion
of the Fund's portfolio, as a cash management tool, or as an efficient way for
Price-Fleming to implement either an increase or decrease in portfolio market
PAGE 91
exposure in response to changing market conditions. The Fund may, purchase or
sell futures contracts with respect to any stock index. Nevertheless, to
hedge the Fund's portfolio successfully, the Fund must sell futures contacts
with respect to indices or subindices whose movements will have a significant
correlation with movements in the prices of the Fund's portfolio securities.
Interest rate or currency futures contracts may be used as a hedge against
changes in prevailing levels of interest rates or currency exchange rates in
order to establish more definitely the effective return on securities or
currencies held or intended to be acquired by the Fund. In this regard, the
Fund could sell interest rate or currency futures as an offset against the
effect of expected increases in interest rates or currency exchange rates and
purchase such futures as an offset against the effect of expected declines in
interest rates or currency exchange rates.
The Fund will enter into futures contracts which are traded on national or
foreign futures exchanges, and are standardized as to maturity date and
underlying financial instrument. Futures exchanges and trading in the United
States are regulated under the Commodity Exchange Act by the Commodity Futures
Trading Commission ("CFTC"). Futures are traded in London at the London
International Financial Futures Exchange in Paris at the MATIF and in Tokyo at
the Tokyo Stock Exchange. Although techniques other than the sale and
purchase of futures contracts could be used for the above-referenced purposes,
futures contracts offer an effective and relatively low cost means of
implementing the Fund's objectives in these areas.
Regulatory Limitations
The Fund will engage in futures contracts and options thereon only for
bona fide hedging, yield enhancement, and risk management purposes, in each
case in accordance with rules and regulations of the CFTC and applicable state
law.
The Fund may not purchase or sell futures contracts or related options if,
with respect to positions which do not qualify as bona fide hedging under
applicable CFTC rules, the sum of the amounts of initial margin deposits and
premiums paid on those portions would exceed 5% of the net asset value of the
Fund after taking into account unrealized profits and unrealized losses on any
such contracts it has entered into; provided, however, that in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating the 5% limitation. For purposes of this policy
options on futures contracts and foreign currency options traded on a
commodities exchange will be considered "related options". This policy may be
modified by the Board of Directors/Trustees without a shareholder vote and
does not limit the percentage of the Fund's assets at risk to 5%.
In accordance with the rules of the State of California, the Fund will
apply above 5% test without excluding the value of initial margin and premiums
paid for bona fide hedging portions.
The Fund's use of futures contracts will not result in leverage.
Therefore, to the extent necessary, in instances involving the purchase of
futures contracts or the writing of call or put options thereon by the Fund,
an amount of cash, U.S. government securities or other liquid, high-grade debt
obligations, equal to the market value of the futures contracts and options
thereon (less any related margin deposits), will be identified in an account
PAGE 92
with the Fund's custodian to cover (such as owning an offsetting position) the
position, or alternative cover will be employed. Assets used as cover or held
in an identified account cannot be old while the position in the corresponding
option or future is open, unless they are replaced with similar assets. As a
result, the commitment of a large portion of a Fund's assets to cover or
identified accounts could impede portfolio management or the fund's ability to
meet redemption requests or over current obligations.
If the CFTC or other regulatory authorities adopt different (including
less stringent) or additional restrictions, the Fund would comply with such
new restrictions.
Trading in Futures Contracts
A futures contract provides for the future sale by one party and purchase
by another party of a specified amount of a specific financial instrument
(e.g., units of a stock index) for a specified price, date, time and place
designated at the time the contract is made. Brokerage fees are incurred when
a futures contract is bought or sold and margin deposits must be maintained.
Entering into a contract to buy is commonly referred to as buying or
purchasing a contract or holding a long position. Entering into a contract to
sell is commonly referred to as selling a contract or holding a short
position.
Unlike when the Fund purchases or sells a security, no price would be paid
or received by the Fund upon the purchase or sale of a futures contract. Upon
entering into a futures contract, and to maintain the Fund's open positions in
futures contracts, the Fund would be required to deposit with its custodian in
a segregated account in the name of the futures broker an amount of cash, U.S.
government securities, suitable money market instruments, or liquid, high-
grade debt securities, known as "initial margin." The margin required for a
particular futures contract is set by the exchange on which the contract is
traded, and may be significantly modified from time to time by the exchange
during the term of the contract. Futures contracts are customarily purchased
and sold on margins that may range upward from less than 5% of the value of
the contract being traded.
If the price of an open futures contract changes (by increase in the case
of a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not
satisfy margin requirements, the broker will require an increase in the
margin. However, if the value of a position increases because of favorable
price changes in the futures contract so that the margin deposit exceeds the
required margin, the broker will pay the excess to the Fund.
These subsequent payments, called "variation margin," to and from the
futures broker, are made on a daily basis as the price of the underlying
assets fluctuate making the long and short positions in the futures contract
more or less valuable, a process known as "marking to the market." The Fund
expects to earn interest income on its margin deposits.
Although certain futures contracts, by their terms, require actual future
delivery of and payment for the underlying instruments, in practice most
futures contracts are usually closed out before the delivery date. Closing
out an open futures contract purchase or sale is effected by entering into an
offsetting futures contract sale or purchase, respectively, for the same
PAGE 93
aggregate amount of the identical securities and the same delivery date. If
the offsetting purchase price is less than the original sale price, the Fund
realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the
offsetting sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction
costs must also be included in these calculations. There can be no assurance,
however, that the Fund will be able to enter into an offsetting transaction
with respect to a particular futures contract at a particular time. If the
Fund is not able to enter into an offsetting transaction, the Fund will
continue to be required to maintain the margin deposits on the futures
contract.
For example, the Standard & Poor's 500 Stock Index is composed of 500
selected common stocks, most of which are listed on the New York Stock
Exchange. The S&P 500 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the market
values of those common stocks. In the case of the S&P 500 Index, contracts
are to buy or sell 500 units. Thus, if the value of the S&P 500 Index were
$150, one contract would be worth $75,000 (500 units x $150). The stock index
futures contract specifies that no delivery of the actual stock making up the
index will take place. Instead, settlement in cash occurs. Over the life of
the contract, the gain or loss realized by the Fund will equal the difference
between the purchase (or sale) price of the contract and the price at which
the contract is terminated. For example, if the Fund enters into a futures
contract to buy 500 units of the S&P 500 Index at a specified future date at a
contract price of $150 and the S&P 500 Index is at $154 on that future date,
the Fund will gain $2,000 (500 units x gain of $4). If the Fund enters into a
futures contract to sell 500 units of the stock index at a specified future
date at a contract price of $150 and the S&P 500 Index is at $152 on that
future date, the Fund will lose $1,000 (500 units x loss of $2).
Special Risks of Transactions in Futures Contracts
Volatility and Leverage. The prices of futures contracts are volatile and
are influenced, among other things, by actual and anticipated changes in the
market and interest rates, which in turn are affected by fiscal and monetary
policies and national and international political and economic events.
Most United States futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures contract may
vary either up or down from the previous day's settlement price at the end of
a trading session. Once the daily limit has been reached in a particular type
of futures contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular
trading day and therefore does not limit potential losses, because the limit
may prevent the liquidation of unfavorable positions. Futures contract prices
have occasionally moved to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of
futures positions and subjecting some futures traders to substantial losses.
Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss,
as well as gain, to the investor. For example, if at the time of purchase,
10% of the value of the futures contract is deposited as margin, a subsequent
PAGE 94
10% decrease in the value of the futures contract would result in a total loss
of the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss equal to
150% of the original margin deposit, if the contract were closed out. Thus, a
purchase or sale of a futures contract may result in losses in excess of the
amount invested in the futures contract. However, the Fund would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the decline.
Furthermore, in the case of a futures contract purchase, in order to be
certain that the Fund has sufficient assets to satisfy its obligations under a
futures contract, the Fund earmarks to the futures contract money market
instruments equal in value to the current value of the underlying instrument
less the margin deposit.
Liquidity. The Fund may elect to close some or all of its futures
positions at any time prior to their expiration. The Fund would do so to
reduce exposure represented by long futures positions or short futures
positions. The Fund may close its positions by taking opposite positions
which would operate to terminate the Fund's position in the futures contracts.
Final determinations of variation margin would then be made, additional cash
would be required to be paid by or released to the Fund, and the Fund would
realize a loss or a gain.
Futures contracts may be closed out only on the exchange or board of trade
where the contracts were initially traded. Although the Fund intends to
purchase or sell futures contracts only on exchanges or boards of trade where
there appears to be an active market, there is no assurance that a liquid
market on an exchange or board of trade will exist for any particular contract
at any particular time. In such event, it might not be possible to close a
futures contract, and in the event of adverse price movements, the Fund would
continue to be required to make daily cash payments of variation margin.
However, in the event futures contracts have been used to hedge the underlying
instruments, the Fund would continue to hold the underlying instruments
subject to the hedge until the futures contracts could be terminated. In such
circumstances, an increase in the price of underlying instruments, if any,
might partially or completely offset losses on the futures contract. However,
as described below, there is no guarantee that the price of the underlying
instruments will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.
Hedging Risk. A decision of whether, when, and how to hedge involves
skill and judgment, and even a well-conceived hedge may be unsuccessful to
some degree because of unexpected market behavior, market or interest rate
trends. There are several risks in connection with the use by the Fund of
futures contracts as a hedging device. One risk arises because of the
imperfect correlation between movements in the prices of the futures contracts
and movements in the prices of the underlying instruments which are the
subject of the hedge. Price-Fleming will, however, attempt to reduce this
risk by entering into futures contracts whose movements, in its judgment, will
have a significant correlation with movements in the prices of the Fund's
underlying instruments sought to be hedged.
Successful use of futures contracts by the Fund for hedging purposes is
also subject to Price-Fleming's ability to correctly predict movements in the
direction of the market. It is possible that, when the Fund has sold futures
to hedge its portfolio against a decline in the market, the index, indices, or
PAGE 95
instruments underlying futures might advance and the value of the underlying
instruments held in the Fund's portfolio might decline. If this were to
occur, the Fund would lose money on the futures and also would experience a
decline in value in its underlying instruments. However, while this might
occur to a certain degree, Price-Fleming believes that over time the value of
the Fund's portfolio will tend to move in the same direction as the market
indices used to hedge the portfolio. It is also possible that if the Fund
were to hedge against the possibility of a decline in the market (adversely
affecting the underlying instruments held in its portfolio) and prices instead
increased, the Fund would lose part or all of the benefit of increased value
of those underlying instruments that it has hedged, because it would have
offsetting losses in its futures positions. In addition, in such situations,
if the Fund had insufficient cash, it might have to sell underlying
instruments to meet daily variation margin requirements. Such sales of
underlying instruments might be, but would not necessarily be, at increased
prices (which would reflect the rising market). The Fund might have to sell
underlying instruments at a time when it would be disadvantageous to do so.
In addition to the possibility that there might be an imperfect
correlation, or no correlation at all, between price movements in the futures
contracts and the portion of the portfolio being hedged, the price movements
of futures contracts might not correlate perfectly with price movements in the
underlying instruments due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors might close futures contracts through offsetting
transactions, which could distort the normal relationship between the
underlying instruments and futures markets. Second, the margin requirements
in the futures market are less onerous than margin requirements in the
securities markets, and as a result the futures market might attract more
speculators than the securities markets do. Increased participation by
speculators in the futures market might also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and also because of the imperfect correlation between price movements in the
underlying instruments and movements in the prices of futures contracts, even
a correct forecast of general market trends by Price-Fleming might not result
in a successful hedging transaction over a very short time period.
Options on Futures Contracts
The Fund may purchase and sell options on the same types of futures in
which it may invest.
Options on futures are similar to options on underlying instruments except
that options on futures give the purchaser the right, in return for the
premium paid, to assume a position in a futures contract (a long position if
the option is a call and a short position if the option is a put), rather than
to purchase or sell the futures contract, at a specified exercise price at any
time during the period of the option. Upon exercise of the option, the
delivery of the futures position by the writer of the option to the holder of
the option will be accompanied by the delivery of the accumulated balance in
the writer's futures margin account which represents the amount by which the
market price of the futures contract, at exercise, exceeds (in the case of a
call) or is less than (in the case of a put) the exercise price of the option
on the futures contract. Purchasers of options who fail to exercise their
options prior to the exercise date suffer a loss of the premium paid.
PAGE 96
As an alternative to writing or purchasing call and put options on stock
index futures, the Fund may write or purchase call and put options on stock
indices. Such options would be used in a manner similar to the use of options
on futures contracts. From time to time, a single order to purchase or sell
futures contracts (or options thereon) may be made on behalf of the Fund and
other T. Rowe Price Funds. Such aggregated orders would be allocated among
the Funds and the other T. Rowe Price Funds in a fair and non-discriminatory
manner.
Special Risks of Transactions in Options on Futures Contracts
The risks described under "Special Risks of Transactions on Futures
Contracts" are substantially the same as the risks of using options on
futures. In addition, where the Fund seeks to close out an option position by
writing or buying an offsetting option covering the same index, underlying
instrument or contract and having the same exercise price and expiration date,
its ability to establish and close out positions on such options will be
subject to the maintenance of a liquid secondary market. Reasons for the
absence of a liquid secondary market on an exchange include the following: (i)
there may be insufficient trading interest in certain options; (ii)
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options, or
underlying instruments; (iv) unusual or unforeseen circumstances may interrupt
normal operations on an exchange; (v) the facilities of an exchange or a
clearing corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no
assurance that higher than anticipated trading activity or other unforeseen
events might not, at times, render certain of the facilities of any of the
clearing corporations inadequate, and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution
of customers' orders.
Additional Futures and Options Contracts
Although the Fund has no current intention of engaging in futures or
options transactions other than those described above, it reserves the right
to do so. Such futures and options trading might involve risks which differ
from those involved in the futures and options described above.
Foreign Futures and Options
Participation in foreign futures and foreign options transactions involves
the execution and clearing of trades on or subject to the rules of a foreign
board of trade. Neither the National Futures Association nor any domestic
exchange regulates activities of any foreign boards of trade, including the
execution, delivery and clearing of transactions, or has the power to compel
enforcement of the rules of a foreign board of trade or any applicable foreign
law. This is true even if the exchange is formally linked to a domestic
market so that a position taken on the market may be liquidated by a
PAGE 97
transaction on another market. Moreover, such laws or regulations will vary
depending on the foreign country in which the foreign futures or foreign
options transaction occurs. For these reasons, when the Fund trades foreign
futures or foreign options contracts, it may not be afforded certain of the
protective measures provided by the Commodity Exchange Act, the CFTC's
regulations and the rules of the National Futures Association and any domestic
exchange, including the right to use reparations proceedings before the
Commission and arbitration proceedings provided by the National Futures
Association or any domestic futures exchange. In particular, funds received
from the Fund for foreign futures or foreign options transactions may not be
provided the same protections as funds received in respect of transactions on
United States futures exchanges. In addition, the price of any foreign
futures or foreign options contract and, therefore, the potential profit and
loss thereon may be affected by any variance in the foreign exchange rate
between the time the Fund's order is placed and the time it is liquidated,
offset or exercised.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are principally traded
in the interbank market conducted directly between currency traders (usually
large, commercial banks) and their customers. A forward contract generally
has no deposit requirement, and no commissions are charged at any stage for
trades.
The Fund may enter into forward contracts for a variety of purposes in
connection with the management of the foreign securities portion of its
portfolio. The Fund's use of such contracts would include, but not be limited
to, the following:
First, when the Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may desire to "lock in" the
U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale, for a fixed amount of dollars, of the amount of foreign
currency involved in the underlying security transactions, the Fund will be
able to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date the security is purchased or sold
and the date on which payment is made or received.
Second, when Price-Fleming believes that one currency may experience a
substantial movement against another currency, including the U.S. dollar, it
may enter into a forward contract to sell or buy the amount of the former
foreign currency, approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. Alternatively,
where appropriate, the Fund may hedge all or part of its foreign currency
exposure through the use of a basket of currencies or a proxy currency where
such currency or currencies act as an effective proxy for other currencies.
In such a case, the Fund may enter into a forward contract where the amount of
the foreign currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging technique may be
more efficient and economical than entering into separate forward contracts
for each currency held in the Fund. The precise matching of the forward
PAGE 98
contract amounts and the value of the securities involved will not generally
be possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date
it matures. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Other than as set forth above, and immediately
below, the Fund will also not enter into such forward contracts or maintain a
net exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's portfolio securities or other assets denominated in that
currency. The Fund, however, in order to avoid excess transactions and
transaction costs, may maintain a net exposure to forward contracts in excess
of the value of the Fund's portfolio securities or other assets to which the
forward contracts relate (including accrued interest to the maturity of the
forwards on such securities provided the excess amount is "covered" by liquid,
high-grade debt securities, denominated in any currency, at least equal at all
times to the amount of such excess. For these purposes "the securities or
other assets to which the forward contracts relate" may be securities or
assets denominated in a single currency, or where proxy forwards are used,
securities denominated in more than one currency). Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, Price-Fleming believes that it
is important to have the flexibility to enter into such forward contracts when
it determines that the best interests of the Fund will be served.
At the maturity of a forward contract, the Fund may sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and either extend the maturity of the forward contract (by "rolling"
that contract forward) or may initiate a new forward contract.
As indicated above, it is impossible to forecast with absolute precision
the market value of portfolio securities at the expiration of the forward
contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver and if a decision is made to
sell the security and make delivery of the foreign currency. Conversely, it
may be necessary to sell on the spot market some of the foreign currency
received upon the sale of the portfolio security if its market value exceeds
the amount of foreign currency the Fund is obligated to deliver. However, as
noted, in order to avoid excessive transactions and transaction costs, the
Fund may use liquid, high-grade debt securities denominated in any currency,
to cover the amount by which the value of a forward contract exceeds the value
of the securities to which it relates.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of
PAGE 99
the currency it has agreed to purchase. Should forward prices increase, the
Fund will suffer a loss to the extent of the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.
The Fund's dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, the Fund
reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, the Fund is
not required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate
by Price-Fleming. It also should be realized that this method of hedging
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It simply establishes a rate of
exchange at a future date. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result from an increase in the value of that currency.
Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. It will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Fund at one rate, while offering a lesser rate of
exchange should the Fund desire to resell that currency to the dealer.
Federal Tax Treatment of Options, Futures Contracts and Forward Foreign
Exchange Contracts
The Fund may enter into certain option, futures, and forward foreign
exchange contracts, including options and futures on currencies, which will be
treated as Section 1256 contracts or straddles.
Transactions which are considered Section 1256 contracts will be
considered to have been closed at the end of the Fund's fiscal year and any
gains or losses will be recognized for tax purposes at that time. Such gains
or losses from the normal closing or settlement of such transactions will be
characterized as 60% long-term capital gain or loss and 40% short-term capital
gain or loss regardless of the holding period of the instrument. The Fund
will be required to distribute net gains on such transactions to shareholders
even though it may not have closed the transaction and received cash to pay
such distributions.
Options, futures and forward foreign exchange contracts, including options
and futures on currencies, which offset a foreign dollar denominated bond or
currency position may be considered straddles for tax purposes in which case a
loss on any position in a straddle will be subject to deferral to the extent
of unrealized gain in an offsetting position. The holding period of the
securities or currencies comprising the straddle will be deemed not to begin
until the straddle is terminated. For securities offsetting a purchased put,
this adjustment of the holding period may increase the gain from sales of
securities held less than three months. The holding period of the security
offsetting an "in-the-money qualified covered call" option on an equity
security will not include the period of time the option is outstanding.
PAGE 100
Losses on written covered calls and purchased puts on securities,
excluding certain "qualified covered call" options on equity securities, may
be long-term capital loss, if the security covering the option was held for
more than twelve months prior to the writing of the option.
In order for the Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or currencies. Pending tax regulations could limit the extent that
net gain realized from option, futures or foreign forward exchange contracts
on currencies is qualifying income for purposes of the 90% requirement. In
addition, gains realized on the sale or other disposition of securities,
including option, futures or foreign forward exchange contracts on securities
or securities indexes and, in some cases, currencies, held for less than three
months, must be limited to less than 30% of the Fund's annual gross income.
In order to avoid realizing excessive gains on securities or currencies held
less than three months, the Fund may be required to defer the closing out of
option, futures or foreign forward exchange contracts) beyond the time when it
would otherwise be advantageous to do so. It is anticipated that unrealized
gains on Section 1256 option, futures and foreign forward exchange contracts,
which have been open for less than three months as of the end of the Fund's
fiscal year and which are recognized for tax purposes, will not be considered
gains on securities or currencies held less than three months for purposes of
the 30% test.
Under certain circumstances, each Fund, with the exception of
International Bond Fund, may commit a substantial portion or the entire value
of its assets to the consummation of these contracts. Price-Fleming will
consider the effect a substantial commitment of its assets to forward
contracts would have on the investment program of the Fund and the flexibility
of the Fund to purchase additional securities. In regard to International
Bond Fund, Price-Fleming does not intend to enter into such forward contracts
if, as a result, the Fund will have more than 50% of the value of its total
assets committed to the consummation of such contracts.
Lending of Portfolio Securities
For the purpose of realizing additional income, the Fund may make secured
loans of portfolio securities amounting to not more than 33 1/3% of its total
assets. This policy is a fundamental policy. Securities loans are made to
broker-dealers or institutional investors or other persons, pursuant to
agreements requiring that the loans be continuously secured by collateral at
least equal at all times to the value of the securities lent marked to market
on a daily basis. The collateral received will consist of cash, U.S.
government securities, letters of credit or such other collateral as may be
permitted under its investment program. While the securities are being lent,
the Fund will continue to receive the equivalent of the interest or dividends
paid by the issuer on the securities, as well as interest on the investment of
the collateral or a fee from the borrower. The Fund has a right to call each
loan and obtain the securities on five business days' notice or, in connection
with securities trading on foreign markets, within such longer period of time
which coincides with the normal settlement period for purchases and sales of
such securities in such foreign markets. The Fund will not have the right to
vote securities while they are being lent, but it will call a loan in
PAGE 101
anticipation of any important vote. The risks in lending portfolio
securities, as with other extensions of secured credit, consist of possible
delay in receiving additional collateral or in the recovery of the securities
or possible loss of rights in the collateral should the borrower fail
financially. Loans will only be made to firms deemed by Price-Fleming to be
of good standing and will not be made unless, in the judgment of Price-
Fleming, the consideration to be earned from such loans would justify the
risk.
Other Lending/Borrowing
Subject to approval by the Securities and Exchange Commission and certain
state regulatory agencies, the Fund may make loans to, or borrow funds from,
other mutual funds sponsored or advised by T. Rowe Price or Price-Fleming
(collectively, "Price Funds"). The Fund has no current intention of engaging
in these practices at this time.
Hybrid Instruments
Hybrid Instruments have recently been developed and combine the elements
of futures contracts or options with those of debt, preferred equity or a
depository instrument (hereinafter "Hybrid Instruments"). Often these Hybrid
Instruments are indexed to the price of a commodity, particular currency, or a
domestic or foreign debt or equity securities index. Hybrid Instruments may
take a variety of forms, including, but not limited to, debt instruments with
interest or principal payments or redemption terms determined by reference to
the value of a currency or commodity or securities index at a future point in
time, preferred stock with dividend rates determined by reference to the value
of a currency, or convertible securities with the conversion terms related to
a particular commodity.
The risks of investing in Hybrid Instruments reflect a combination of the
risks from investing in securities, options, futures and currencies, including
volatility and lack of liquidity. Reference is made to the discussion of
futures, options, and forward contracts herein for a discussion of these
risks. Further, the prices of the Hybrid Instrument and the related commodity
or currency may not move in the same direction or at the same time. Hybrid
Instruments may bear interest or pay preferred dividends at below market (or
even relatively nominal) rates. Alternatively, Hybrid Instruments may bear
interest at above market rates but bear an increased risk of principal loss
(or gain). In addition, because the purchase and sale of Hybrid Instruments
could take place in an over-the-counter market or in a private transaction
between the Fund and the seller of the Hybrid Instrument, the creditworthiness
of the contra party to the transaction would be a risk factor which the Fund
would have to consider. Hybrid Instruments also may not be subject to
regulation of the Commodities Futures Trading Commission ("CFTC"), which
generally regulates the trading of commodity futures by U.S. persons, the SEC,
which regulates the offer and sale of securities by and to U.S. persons, or
any other governmental regulatory authority.
Repurchase Agreements
The Fund may enter into a repurchase agreement through which an investor
(such as the Fund) purchases a security (known as the "underlying security")
from a well-established securities dealer or a bank that is a member of the
Federal Reserve System. Any such dealer or bank will be on Price-Fleming's
PAGE 102
approved list and have a credit rating with respect to its short-term debt of
at least A1 by Standard & Poor's Corporation, P1 by Moody's Investors Service,
Inc., or the equivalent rating by Price-Fleming. At that time, the bank or
securities dealer agrees to repurchase the underlying security at the same
price, plus specified interest. Repurchase agreements are generally for a
short period of time, often less than a week. Repurchase agreements which do
not provide for payment within seven days will be treated as illiquid
securities. The Fund will only enter into repurchase agreements where (i) the
underlying securities are of the type (excluding maturity limitations) which
the Fund's investment guidelines would allow it to purchase directly, (ii) the
market value of the underlying security, including interest accrued, will be
at all times equal to or exceed the value of the repurchase agreement, and
(iii) payment for the underlying security is made only upon physical delivery
or evidence of book-entry transfer to the account of the custodian or a bank
acting as agent. In the event of a bankruptcy or other default of a seller of
a repurchase agreement, the Fund could experience both delays in liquidating
the underlying security and losses, including: (a) possible decline in the
value of the underlying security during the period while the Fund seeks to
enforce its rights thereto; (b) possible subnormal levels of income and lack
of access to income during this period; and (c) expenses of enforcing its
rights.
Illiquid or Restricted Securities
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 (the "1933 Act").
Where registration is required, the Fund may be obligated to pay all or part
of the registration expenses and a considerable period may elapse between the
time of the decision to sell and the time the Fund may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell. Restricted securities
will be priced at fair value as determined in accordance with procedures
prescribed by the Fund's Board of Directors/Trustees. If through the
appreciation of illiquid securities or the depreciation of liquid securities,
the Fund should be in a position where more than 15% of the value of its net
assets are invested in illiquid assets, including restricted securities, the
Fund will take appropriate steps to protect liquidity.
Notwithstanding the above, the Fund may purchase securities which, while
privately placed, are eligible for purchase and sale under Rule 144A under the
1933 Act. This rule permits certain qualified institutional buyers, such as
the Fund, to trade in privately placed securities even though such securities
are not registered under the 1933 Act. Price-Fleming under the supervision of
the Fund's Board of Directors/Trustees, will consider whether securities
purchased under Rule 144A are illiquid and thus subject to the Fund's
restriction of investing no more than 15% of its assets in illiquid
securities. A determination of whether a Rule 144A security is liquid or not
is a question of fact. In making this determination, Price-Fleming will
consider the trading markets for the specific security taking into account the
unregistered nature of a Rule 144A security. In addition, Price-Fleming could
consider the (1) frequency of trades and quotes, (2) number of dealers and
potential purchases, (3) dealer undertakings to make a market, and (4) the
nature of the security and of marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
PAGE 103
transfer). The liquidity of Rule 144A securities would be monitored, and if
as a result of changed conditions it is determined that a Rule 144A security
is no longer liquid, the Fund's holdings of illiquid securities would be
reviewed to determine what, if any, steps are required to assure that the Fund
does not invest more than 15% of its assets in illiquid securities. Investing
in Rule 144A securities could have the effect of increasing the amount of the
Fund's assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
There are, of course, other types of securities that are, or may become
available, which are similar to the foregoing and the Fund may invest in these
securities.
When-Issued Securities and Forward Commitment Contracts
The Fund may purchase securities on a "when-issued" or delayed delivery
basis ("When-Issueds") and may purchase securities on a forward commitment
basis ("Forwards"). The Fund may invest without limitation in When-Issueds
and Forwards. The price of such securities, which may be expressed in yield
terms, is fixed at the time the commitment to purchase is made, but delivery
and payment take place at a later date. Normally, the settlement date occurs
within 90 days of the purchase for When-Issueds, but may be substantially
longer for Forwards. During the period between purchase and settlement, no
payment is made by the Fund to the issuer and no interest accrues to the Fund.
The purchase of these securities will result in a loss if their value declines
prior to the settlement date. This could occur, for example, if interest
rates increase prior to settlement. The longer the period between purchase
and settlement, the greater the risks are. At the time the Fund makes the
commitment to purchase these securities, it will record the transaction and
reflect the value of the security in determining its net asset value. The
Fund will cover these securities by maintaining cash and/or liquid, high-grade
debt securities with its custodian bank equal in value to commitments for them
during the time between the purchase and the settlement. Therefore, the
longer this period, the longer the period during which alternative investment
options are not available to the Fund (to the extent of the securities used
for cover). Such securities either will mature or, if necessary, be sold on
or before the settlement date.
To the extent the Fund remains fully or almost fully invested (in
securities with a remaining maturity of more than one year) at the same time
it purchases these securities, there will be greater fluctuations in the
Fund's net asset value than if the Fund did not purchase them.
INVESTMENT RESTRICTIONS
The investment restrictions described below have been adopted by each
Fund. Fundamental policies of each Fund may not be changed without the
approval of the lesser of (1) 67% of a Fund's shares present at a meeting of
shareholders if the holders of more than 50% of the outstanding shares are
present in person or by proxy or (2) more than 50% of a Fund's outstanding
shares. Other restrictions, in the form of operating policies, are subject to
change by the Funds' Board of Directors without shareholder approval. Any
investment restriction which involves a maximum percentage of securities or
assets shall not be considered to be violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition of
PAGE 104
securities or assets of, or borrowings by, the Fund.
Fundamental Policies
As a matter of fundamental policy, the Fund may not:
(1) Borrowing. Borrow money except that each 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 each Fund's investment objective and program,
provided that the combination of (i) and (ii) shall not exceed 33
1/3% of the value of each 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. Each
Fund may borrow from banks, other Price Funds or other persons to the
extent permitted by applicable law.
(2) Commodities. Purchase or sell physical commodities; except that it
may enter into futures contracts and options thereon;
(3) Industry Concentration (Global Government Bond and Short-Term Global
Income Funds). 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;
Industry Concentration (International Bond Fund). 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; 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;
(4) Loans. Make loans, although each 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 a
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;
(5) Real Estate. Purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this
shall not prevent a Fund from investing in securities or other
instruments backed by real estate or securities of companies engaged
in the real estate business;
(6) Senior Securities. Issue senior securities except in compliance with
the Investment Company Act of 1940; or
(7) Underwriting. Underwrite securities issued by other persons,
except to the extent that a Fund may be deemed to be an underwriter
PAGE 105
within the meaning of the Securities Act of 1933 in connection with
the purchase and sale of its portfolio securities in the ordinary
course of pursuing its investment program.
With respect to investment restrictions (1) and (4), each Fund will
not borrow from or lend to any other T. Rowe Price Fund unless it
applies for and receives an exemptive order from the SEC or the SEC
issues rules permitting such transactions. Each Fund has no current
intention of engaging in any such activity and there is no assurance
the SEC would grant any order requested by a Fund or promulgate any
rules allowing the transactions.
For purposes of investment restriction (3), U.S., state or local
governments, or related agencies or instrumentalities, are not
considered an industry.
Operating Policies
As a matter of operating policy, the Funds may not:
(1) Borrowing. Each Fund will not purchase additional securities when
money borrowed exceeds 5% of its total assets.
(2) Control of Portfolio Companies. Invest in companies for the purpose
of exercising management or control;
(3) Futures Contracts. 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 positions would exceed 5% of each Fund's net asset
value.
(4) Illiquid Securities. Purchase illiquid securities and securities of
unseasoned issuers if, as a result, more than 15% of its net assets
would be invested in such securities, provided that a Fund will not
invest more than 5% of its total assets in restricted securities and
not more than 5% in securities of unseasoned issuers. Securities
eligible for resale under Rule 144A of the Securities Act of 1933 are
not included in the 5% limitation but are subject to the 15%
limitation;
(4) Investment Companies. Purchase securities of open-end or closed-end
investment companies except in compliance with the Investment Company
Act of 1940 and applicable state law. Duplicate fees may result from
such purchases;
(5) Margin. 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;
(6) Mortgaging. 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
or investments and then such mortgaging, pledging or hypothecating
may not exceed 33 1/3% of a Fund's total assets at the time of
PAGE 106
borrowing or investment;
(7) Oil and Gas Programs. Purchase participations or other direct
interests or enter into leases with respect to, oil, gas, or other
mineral exploration or development programs;
(8) Options, Etc. Invest in puts, calls, straddles, spreads, or any
combination thereof, except to the extent permitted by the prospectus
and Statement of Additional Information;
(9) Ownership of Portfolio Securities by Officers and Directors.
Purchase or retain the securities of any issuer if, to the knowledge
of a Fund's management, those officers and directors of a Fund, and
of its investment manager, who each own beneficially more than .5% of
the outstanding securities of such issuer, together own beneficially
more than 5% of such securities;
(10) Short Sales. Effect short sales of securities;
(11) Unseasoned Issuers. Purchase a security (other than obligations
issued or guaranteed by the U.S., any state or local government, or
any foreign government, their agencies or instrumentalities) if, as a
result, more than 5% of the value of each Fund's total assets would
be invested in the securities issuers which at the time of purchase
had been in operation for less than three years (for this purpose,
the period of operation of any issuer shall include the period of
operation of any predecessor or unconditional guarantor of such
issuer). This restriction does not apply to securities of pooled
investment vehicles or mortgage or asset-backed securities; or
(12) Warrants. Invest in warrants if, as a result thereof, more than 2%
of the value of the total assets of each Fund would be invested in
warrants which are not listed on the New York Stock Exchange, the
American Stock Exchange, or a recognized foreign exchange, or more
than 5% of the value of the total assets of each Fund would be
invested in warrants whether or not so listed. For purposes of these
percentage limitations, the warrants will be valued at the lower of
cost or market and warrants acquired by the Funds in units or
attached to securities may be deemed to be without value.
In addition to the restrictions described above, some foreign countries
limit, or prohibit, all direct foreign investment in the securities of their
companies. However, the governments of some countries have authorized the
organization of investment funds to permit indirect foreign investment in such
securities. For tax purposes these funds may be known as Passive Foreign
Investment Companies. Each Fund is subject to certain percentage limitations
under the 1940 Act and certain states relating to the purchase of securities
of investment companies, and may be subject to the limitation that no more
than 10% of the value of the Fund's total assets may be invested in such
securities.
PAGE 107
INVESTMENT PERFORMANCE
Total Return Performance
Each Fund's calculation of total return performance includes the
reinvestment of all capital gain distributions and income dividends for the
period or periods indicated, without regard to tax consequences to a
shareholder in each Fund. Total return is calculated as the percentage change
between the beginning value of a static account in each Fund and the ending
value of that account measured by the then current net asset value, including
all shares acquired through reinvestment of income and capital gains
dividends. The results shown are historical and should not be considered
indicative of the future performance of each Fund. Each average annual
compound rate of return is derived from the cumulative performance of each
Fund over the time period specified. The annual compound rate of return for
each Fund over any other period of time will vary from the average.
International Bond Fund
Cumulative Performance Percentage Change
Since
1 Year 5 Years Inception
Ended Ended 9/10/86-
12/31/93+ 12/31/93 12/31/93++
_________ __________ __________
International Bond Fund 20.00% 62.55% 110.82%
International Stock Fund 40.11 76.63 137.57
Fidelity Global Bond Fund 21.88 73.92 N/A
Massachusetts Financial World
Wide Government Trust "A" 18.10 71.85 N/A
Merrill Lynch Retirement Global
Bond Fund "B" 12.39 69.53 128.47
Paine Webber Master Global Income Fund "B"13.43 56.68 N/A
J.P. Morgan Non-U.S. Dollar Gov't.
Bond Index 14.53 52.04 N/A
Salomon Brothers Non-U.S. Dollar World
Gov't. Bond Index 15.12 56.09 122.15*
Lipper General World Income Funds Avg. 17.03 64.86 102.91
*Since 9/30/86
PAGE 108
Average Annual Compound Rates of Return
Since
1 Year 5 Years Inception
Ended Ended 9/10/86-
12/31/93+ 12/31/93 12/31/93++
_________ __________ _________
International Bond Fund 20.00% 10.20% 10.75%
International Stock Fund 40.11 12.05 12.56
Fidelity Global Bond Fund 21.88 11.70 N/A
Massachusetts Financial World
Wide Government Trust "A" 18.10 11.43 N/A
Merrill Lynch Retirement Global
Bond Fund "B" 12.39 11.13 12.06
Paine Webber Master Global Income Fund "B"13.43 9.39 N/A
J.P. Morgan Non-U.S. Dollar Gov't.
Bond Index 14.53 8.74 11.19*
Salomon Brothers Non-U.S. Dollar World
Gov't. Bond Index 15.12 9.31 11.63*
Lipper General World Income Funds Avg. 17.03 10.51 10.24*
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,200 ($1,000 X .20).
++ Assumes purchase of one share of the International Bond Fund at the
inception price of $10.00 on 9/10/86.
+++ Since September 30, 1986
* Since 9/30/86
Global Government Bond Fund
Cumulative Performance Percentage Change
Since
1 Year Inception
Ended 12/28/90-
12/31/93+ 12/31/93++
_________ __________
Global Government Bond Fund 11.15% 27.48%
International Bond Fund 20.00 44.68
International Stock Fund 40.11 56.71
Fidelity Global Bond Fund 21.88 43.52
Massachusetts Financial World
Wide Government Trust "A" 18.10 35.75
Merrill Lynch Retirement Global Bond
Fund "B" 12.39 38.79
Paine Webber Master Global Income
Fund "B" 13.43 26.20
J.P. Morgan Global (50%) and Global
Hedged (50%) Gov't. Bond Index 12.59 38.52
J.P. Morgan Global Gov't. Bond Index 12.27 35.50
J.P. Morgan Global Gov't. Bond
Hedged Index 12.16 35.28
Lipper General World Income
Funds Avg. 17.03 10.90
PAGE 109
Average Annual Compound Rates of Return
Since
1 Year Inception
Ended 12/28/90-
12/31/93+ 12/31/93++
_________ __________
Global Government Bond Fund 11.15% 8.51%
International Bond Fund 20.00 13.10
International Stock Fund 40.11 16.15
Fidelity Global Bond Fund 21.88 12.79
Massachusetts Financial World Wide
Government Trust "A" 18.10 10.71
Merrill Lynch Retirement Global
Bond Fund "B" 12.39 11.53
Paine Webber Master Global
Income Fund "B" 13.43 8.06
J.P. Morgan Global (50%) and Global
Hedged (50%) Gov't. Bond Index 12.59 11.46
J.P. Morgan Global Gov't. Bond Index 12.27 10.65
J.P. Morgan Global Gov't. Bond
Hedged Index 12.16 10.59
Lipper General World Income
Funds Avg. 17.03 10.90
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,111 ($1,000 X .111).
++ Assumes purchase of one share of the Global Government Bond Fund at the
inception price of $10.00 on 12/28/90.
Short-Term Global Income Fund
Cumulative Performance Percentage Change
Since
1 Year Inception
Ended 06/30/92-
12/31/93+ 12/31/93++
_________ __________
Short-Term Global Income Fund 7.87% 7.63%
Alliance Short-Term Multi-Market
Trust "A" 7.79 4.95
Blanchard Short-Term Global
Income Fund 8.53 9.47
Fidelity Short-Term World Income Fund 12.59 13.09
Scudder Short-Term Global Income Fund 6.74 8.18
Lipper Short World Multi-Market Income
Funds Average 5.41 1.28
PAGE 110
Average Annual Compound Rates of Return
Since
1 Year Inception
Ended 06/30/92-
12/31/93+ 12/31/93++
_________ __________
Short-Term Global Income Fund 7.87% 5.01%
Alliance Short-Term Multi-Market
Trust "A" 7.79 3.26
Blanchard Short-Term Global
Income Fund 8.53 6.20
Fidelity Short-Term World Income Fund 12.59 8.52
Scudder Short-Term Global Income Fund 6.74 5.37
Lipper Short World Multi-Market Income
Funds Average 5.41 0.85
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,079 ($1,000 X .07870).
++ Assumes purchase of one share of the Short-Term Global Income Fund at
the inception price of $10.00 on 06/30/92.
Short-Term Global Income, Global Government Bond, and International Bond Funds
From time to time, in reports and promotional literature, one or more of
the T. Rowe Price funds, including these Funds, may compare its performance to
Overnight Government Repurchase Agreements, Treasury bills, notes, and bonds,
certificates of deposit, and six-month money market certificates. Performance
may also be compared to (1) indices of broad groups of managed and unmanaged
securities considered to be representative of or similar to Fund portfolio
holdings (2) other mutual funds or (3) other measures of performance set forth
in publications such as:
Advertising News Service, Inc., "Bank Rate Monitor+ - The Weekly
Financial Rate Reporter" is a weekly publication which lists the yields
on various money market instruments offered to the public by 100 leading
banks and thrift institutions in the U.S., including loan rates offered
by these banks. Bank certificates of deposit differ from mutual funds in
several ways: the interest rate established by the sponsoring bank is
fixed for the term of a CD; there are penalties for early withdrawal from
CDs; and the principal on a CD is insured.
Consumer Price Index - prepared monthly by the Department of Commerce,
this index is based on the price of selected consumer goods and is widely
accepted as an indicator of U.S. price levels in general.
Donoghue Organization, Inc., "Donoghue's Money Fund Report" is a weekly
publication which tracks net assets, yield, maturity and portfolio
holdings on approximately 380 money market mutual funds offered in the
U.S. These funds are broken down into various categories such as U.S.
Treasury, Domestic Prime and Euros, Domestic Prime and Euros and Yankees,
and Aggressive.
First Boston High Yield Index shows statistics on the Composite Index and
analytical data on new issues in the marketplace and low-grade issuers.
PAGE 111
International Bond Fund Major Competitors - the average of the following
mutual funds: Massachusetts Financial Global Bond Fund, Merrill-Lynch
Retirement Global Bond Fund, Prudential-Bache Global Yield Fund, or other
similar mutual funds;
Lipper Analytical Services, Inc. Average of World Income Funds - a widely
used independent research firm which ranks mutual funds by overall
performance, investment objectives, and assets.
Lipper Analytical Services, Inc., "Lipper-Fixed Income Fund Performance
Analysis" is a monthly publication which tracks net assets, total return,
principal return and yield on approximately 950 fixed income mutual funds
offered in the United States.
Merrill Lynch Global Government Bond Indices - provides detailed compound
returns for individual countries and a market weighted index beginning in
1986. Returns are broken down into local market and currency components.
Merrill Lynch, Pierce, Fenner & Smith, Inc., "Taxable Bond Indices" is a
monthly publication which lists principal, coupon and total return on
over 100 different taxable bond indices which Merrill Lynch tracks,
together with the par weighted characteristics of each Index. The index
used as a benchmark for the High Yield Fund is the High Yield Index. The
two indices used as benchmarks for the Short-Term Bond Fund are the 91-
Day Treasury Bill Index and the 1-2.99 Year Treasury Note Index.
Morningstar, Inc. is a widely used independent research firm which rates
mutual funds by overall performance, investment objectives, and assets.
Reuters Reports. Reuters is a news and information organization which
provides statistics and analytical data on yields available in various
countries.
Salomon Brothers Broad Investment Grade Index - a widely used index
composed of U.S. domestic government, corporate, and mortgage-backed
fixed income securities.
Salomon Brothers Inc. "Bond Market Round-up" is a weekly publication
which tracks the yields and yield spreads on a large, but select, group
of money market instruments, public corporate debt obligations, and
public obligations of the U.S. Treasury and agencies of the U.S.
Government.
Salomon Brothers Inc. "Market Performance" is a monthly publication which
tracks principal return, total return and yield on the Salomon Brothers
Broad investment - Grade Bond Index and the components of the Index.
Salomon Brothers World Bond Index and related subindices - provides
detailed compound returns for individual countries and a market-weighted
index beginning in 1978. Returns are broken down into local market and
currency components.
Salomon Brothers World Government Bond Index and related subindices -
provides detailed compound returns for individual countries and a market
weighted index beginning in 1985. Returns are broken down into local
market and currency components.
PAGE 112
Shearson Lehman American Express Government/Corporate Bond Index - a
widely used index composed of U.S. domestic government and corporate
fixed income securities.
Shearson Lehman Brothers, Inc. "The Bond Market Report" is a monthly
publication which tracks principal, coupon and total return on the
Shearson Lehman Govt./Corp. Index and Shearson Lehman Aggregate Bond
Index, as well as all the components of these Indices.
Standard & Poor's "500" Index - a widely recognized index composed of the
capitalization-weighted average of the price of 500 of the largest
publicly traded stocks.
Telerate Systems, Inc., a computer system to which we subscribe which
tracks the daily rates on money market instruments, public corporate debt
obligations and public obligations of the U.S. Treasury and agencies of
the U.S. Government.
Wall Street Journal, a daily newspaper publication which lists the yields
and current market values on money market instruments, public corporate
debt obligations, public obligations of the U.S. Treasury and agencies of
the U.S. Government as well as common stocks, preferred stocks,
convertible preferred stocks, options and commodities; in addition to
indices prepared by the research departments of such financial
organizations as Shearson Lehman/American Express Inc. and Merrill Lynch,
Pierce, Fenner and Smith, Inc., including information provided by the
Federal Reserve Board.
Indices prepared by the research departments of such financial
organizations as Salomon Brothers, Inc., Merrill Lynch, Pierce, Fenner &
Smith, Inc., Bear Stearns & Co., Inc., and Ibbotson Associates will be used,
as well as information provided by the Federal Reserve Board.
Performance rankings and ratings reported periodically in national
financial publications such as MONEY, FORBES, BUSINESS WEEK, and BARRON'S,
etc. may also be used.
Benefits of Investing in High-Quality Bond Funds
o Higher Income
Bonds have generally provided a higher income than money market
securities because yields have usually increased with longer maturities.
For instance, the yield on the 30-year Treasury bond usually exceeds the
yield on the 1-year Treasury bill or 5-year Treasury note. However,
securities with longer maturities fluctuate more in price than those with
shorter maturities. Therefore, the investor must weigh the advantages of
higher yields against the possibility of greater fluctuation in the
principal value of your investment.
o Income Compounding
Investing in bond mutual funds allows investors to benefit from easy
and convenient compounding, because you can automatically reinvest monthly
dividends in additional fund shares. Each month investors earn interest
PAGE 113
on a larger number of shares. Also, reinvesting dividends removes the
temptation to spend the income.
o Broad Diversification
Each share of a mutual fund represents an interest in a large pool of
securities, so even a small investment is broadly diversified by maturity.
Since most bonds trade efficiently only in very large blocks, mutual funds
provide a degree of diversification that may be difficult for individual
investors to achieve on their own.
o Lower Portfolio Volatility
Investing a portion of one's assets in longer term, high-quality bonds
can help smooth out the fluctuations in your overall investment results,
because bond prices do not necessarily move with stock prices. Also,
bonds usually have higher income yields than stocks, thus increasing the
total income component of your portfolio. This strategy should also add
stability to overall results, as income is always a positive component of
total return.
o Liquidity
A bond fund can supplement a money market fund or bank account as a
source of capital for unexpected contingencies. T. Rowe Price fixed-
income funds offer you easy access to money through free checkwriting and
convenient redemption or exchange features. Of course, the value of a
bond fund's shares redeemed through checkwriting may be worth more or less
than their value at the time of their original purchase.
Suitability
High-quality bond funds are most suitable for the following
objectives: obtaining a higher current income with minimal credit risk;
compounding of income over time; or diversifying overall investments to reduce
volatility.
GOVERNMENT BOND YIELDS+
The Fund can invest in the world's highest yielding
government bonds, wherever they are found.
Chart 1
Global Government Bond Fund
+ Semiannual equivalent yields on 10-year government bonds, January 1, 1988
through March 11, 1993.
Source: Salomon Brothers.
PAGE 114
IRAs
An IRA is a long-term investment whose objective is to accumulate personal
savings for retirement. Due to the long-term nature of the investment, even
slight differences in performance will result in significantly different
assets at retirement. Mutual funds, with their diversity of choice, can be
used for IRA investments. Generally, individuals may need to adjust their
underlying IRA investments as their time to retirement and tolerance for risk
changes.
Other Features and Benefits
Each Fund is a member of the T. Rowe Price Family of Funds and may help
investors achieve various long-term investment goals, such as investing money
for retirement, saving for a down payment on a home, or paying college costs.
To explain how the Fund could be used to assist investors in planning for
these goals and to illustrate basic principles of investing, various
worksheets and guides prepared by T. Rowe Price Associates, Inc. and/or T.
Rowe Price Investment Services, Inc. may be made available. These currently
include: the Asset Mix Worksheet which is designed to show shareholders how to
reduce their investment risk by developing a diversified investment plan: the
College Planning Guide which discusses various aspects of financial planning
to meet college expenses and assists parents in projecting the costs of a
college education for their children; the Retirement Planning Kit (also
available in a PC version) which includes a detailed workbook to determine how
much money you may need for retirement and suggests how you might invest to
reach your goal; and the Retirees Financial Guide which includes a detailed
workbook to determine how much money you can afford to spend and still
preserve your purchasing power and suggest how you might invest to reach your
goal. From time to time, other worksheets and guides may be made available as
well. Of course, an investment in the Fund cannot guarantee that such goals
will be met.
To assist investors in understanding the different returns and risk
characteristics of various investments, the aforementioned guides will include
presentation of historical returns of various investments using published
indices. An example of this is shown below.
PAGE 115
Historical Returns for Different Investments
Annualized returns for periods ended 12/31/93
50 years 20 years 10 years 5 years
Small-Company Stocks 15.3% 18.8% 10.0% 13.3%
Large-Company Stocks 12.3 12.8 14.9 14.5
Foreign Stocks N/A 14.4 17.9 2.3
Long-Term Corporate Bonds 5.6 10.2 14.0 13.0
Intermediate-Term U.S.
Gov't. Bonds 5.7 9.8 11.4 11.3
Treasury Bills 4.6 7.5 6.4 5.6
U.S. Inflation 4.3 5.9 3.7 3.9
Sources: Ibbotson Associates, Morgan Stanley. Foreign stocks reflect
performance of The Morgan Stanley Capital International EAFE Index, which
includes some 1,000 companies representing the stock markets of Europe,
Australia, New Zealand, and the Far East. This chart is for illustrative
purposes only and should not be considered as performance for, or the
annualized return of, any T. Rowe Price Fund. Past performance does not
guarantee future results.
Also included will be various portfolios demonstrating how these
historical indices would have performed in various combinations over a
specified time period in terms of return. An example of this is shown below.
Performance of Retirement Portfolios*
Asset Mix Average Annualized Value
Returns 20 Years of
Ended 12/31/93 $10,000
Investment
After Period
_____________________ ______________________ ____________
Nominal Real Best Worst
Portfolio Growth Income Safety Return Return** Year Year
I. Low
Risk 40% 40% 20% 11.3% 5.4% 24.9% -9.3% $ 79,775
II. Moderate
Risk 60% 30% 10% 12.1% 6.2% 29.1%-15.6% $ 90,248
III. High
Risk 80% 20% 0% 12.9% 7.0% 33.4%-21.9% $100,031
PAGE 116
Source: T. Rowe Price Associates; data supplied by Lehman Brothers, Wilshire
Associates, and Ibbotson Associates.
* Based on actual performance for the 20 years ended 1993 of stocks (85%
Wilshire 5000 and 15% Europe, Australia, Far East [EAFE] Index), bonds
(Lehman Brothers Aggregate Bond Index from 1976-93 and Lehman Brothers
Government/Corporate Bond Index from 1974-75), and 30-day Treasury bills
from January 1974 through December 1993. Past performance does not
guarantee future results. Figures include changes in principal value and
reinvested dividends and assume the same asset mix is maintained each
year. This exhibit is for illustrative purposes only and is not
representative of the performance of any T. Rowe Price fund.
** Based on inflation rate of 5.9% for the 20-year period ended 12/31/93.
From time to time, Insights, a T. Rowe Price publication of reports on
specific investment topics and strategies, may be included in the Fund's
fulfillment kit. Such reports may include information concerning:
calculating taxable gains and losses on mutual fund transactions, coping with
stock market volatility, benefiting from dollar cost averaging, understanding
international markets, investing in high-yield "junk" bonds, growth stock
investing, conservative stock investing, value investing, investing in small
companies, tax-free investing, fixed income investing, investing in mortgage-
backed securities, as well as other topics and strategies.
YIELD INFORMATION
From time to time, the Funds may advertise a yield figure calculated in
the following manner:
In conformity with regulations of the Securities and Exchange Commission,
an income factor is calculated for each security in the portfolio, based upon
the security's market value at the beginning of the period and expected yield-
to-maturity. The income factors are then totalled for all securities in the
portfolio. Next, expenses of the Fund for the period, net of expected
reimbursements, are deducted from the income to arrive at net income, which is
then converted to a per-share amount by dividing net income by the average
number of shares outstanding during the period. The net income per share is
divided by the net asset value on the last day of the period to produce a
monthly yield which is then annualized. Quoted yield factors are for
comparison purposes only, and are not intended to indicate future performance
or forecast the dividend per share of the Fund.
Global Government Bond Fund
The Fund's yield calculated as set forth above for the month ended March
31, 1994 was ___%.
Short-Term Global Income Fund
The Fund's yield calculated as set forth above for the month ended March
31, 1994 was ___%.
PAGE 117
International Bond Fund
The Fund's yield calculated as set forth above for the month ended March
31, 1994 was ___%.
Redemptions in Kind
In the unlikely event a shareholder in any of the International Funds were
to receive an in kind redemption of portfolio securities of a Fund, brokerage
fees could be incurred by the shareholder in subsequent sale of such
securities.
Issuance of Fund Shares for Securities
Transactions involving issuance of a fund's shares for securities or
assets other than cash will be limited to (1) bona fide reorganizations; (2)
statutory mergers; or (3) other acquisitions of portfolio securities that: (a)
meet the investment objectives and policies of the Funds; (b) are acquired for
investment and not for resale except in accordance with applicable law; (c)
have a value that is readily ascertainable via listing on or trading in a
recognized United States or international exchange or market; and (d) are not
illiquid.
MANAGEMENT OF FUNDS
The officers and directors of the Funds are listed below. Unless
otherwise noted, the address of each is 100 East Pratt Street, Baltimore,
Maryland 21202. Except as indicated, each has been an employee of T. Rowe
Price for more than five years. In the list below, the Funds' directors who
are considered "interested persons" of T. Rowe Price or the Fund as defined
under Section 2(a)(19) of the Investment Company Act of 1940 are noted with an
asterisk (*). These directors are referred to as inside directors by virtue
of their officership, directorship, and/or employment with T. Rowe Price.
*M. DAVID TESTA, Chairman of the Board--Chairman of the Board, Price-Fleming;
Managing Director, T. Rowe Price; Vice President and Director, T. Rowe Price
Trust Company; Chartered Financial Analyst
*MARTIN G. WADE, President and Director--President, Price-Fleming; Director,
Robert Fleming Holdings Limited; Address: 25 Copthall Avenue, London, EC2R
7DR, England
LEO C. BAILEY, Director--Retired; Address: 3396 South Placita Fabula, Green
Valley, Arizona 85614
ANTHONY W. DEERING, Director--Director, President and Chief Operating Officer,
The Rouse Company, real estate developers, Columbia, Maryland; Advisory
Director, Kleinwort, Benson (North America) Corporation, a registered broker-
dealer; Address: 10275 Little Patuxent Parkway, Columbia, Maryland 21044
DONALD W. DICK, JR., Director--Principal, Overseas Partners, Inc., a financial
investment firm; formerly (6/65-3/89) Director and Vice President-Consumer
Products Division, McCormick & Company, Inc., international food processors;
Director, Waverly Press, Inc., Baltimore, Maryland; Address: 375 Park Avenue,
Suite 2201, New York, New York 10152
ADDISON LANIER, Director--Financial management; President and Director, Thomas
Emery's Sons, Inc., and Emery Group, Inc.; Director, Scinet Development and
Holdings, Inc.; Address: 441 Vine Street, #2310, Cincinnati, Ohio 45202-2913
PAGE 118
DAVID P. BOARDMAN, Executive Vice President--Executive Vice President, Price-
Fleming
CHRISTOPHER D. ALDERSON, Vice President--Vice President, Price-Fleming
PETER B. ASKEW, Vice President--Vice President, Price-Fleming
RICHARD J. BRUCE, Vice President--Vice President of Price-Fleming; formerly
(1985-1990) Investment Manager, Jardine Fleming Investment Advisers, Tokyo
ROBERT P. CAMPBELL, Vice President--Vice President, T. Rowe Price and Rowe
Price-Fleming International Inc.; formerly (4/80-5/90) Vice President and
Director, Private Finance, New York Life Insurance Company, New York, New York
MARK J. T. EDWARDS, Vice President--Vice President, Price-Fleming
JOHN R. FORD, Vice President--Executive Vice President, Price-Fleming
HENRY H. HOPKINS, Vice President--Vice President, Price-Fleming and T. Rowe
Price Retirement Plan Services, Inc.; Managing Director, T. Rowe Price; Vice
President and Director, T. Rowe Price Investment Services, Inc., T. Rowe Price
Services, Inc. and T. Rowe Price Trust Company
ROBERT C. HOWE, Vice President--Vice President, Price-Fleming and T. Rowe
Price
STEPHEN ILOTT, Vice President--Employee, Price-Fleming; formerly (1988-1991)
portfolio management, Fixed Income Portfolios Group, Robert Fleming Holdings
Limited, London
GEORGE A. MURNAGHAN, Vice President--Vice President, Price-Fleming, T. Rowe
Price, T. Rowe Price Trust Company, and T. Rowe Price Investment Services,
Inc.
JAMES S. RIEPE, Vice President--Managing Director, T. Rowe Price; Chairman of
the Board, T. Rowe Price Services, Inc., T. Rowe Price Retirement Plan
Services, Inc. and T. Rowe Price Trust Company; President and Director, T.
Rowe Price Investment Services, Inc.; Director, Rhone-Poulenc Rorer, Inc.
CHRISTOPHER ROTHERY, Vice President--Employee, Price-Fleming; formerly
(1987-1989) employee of Robert Fleming Holdings Limited, London
CHARLES H. SALISBURY, JR., Vice President--Vice President and Director,
Price-Fleming; Managing Director, T. Rowe Price; President, Trust Officer and
Director, T. Rowe Price Trust Company; Director, T. Rowe Price Retirement Plan
Services, Inc.
JAMES B. M. SEDDON, Vice President--Vice President, Price-Fleming
CHARLES P. SMITH, Vice President--Managing Director, T. Rowe Price; Vice
President, Rowe Price-Fleming International, Inc.
BENEDICT R. F. THOMAS, Vice President--Vice President, Price-Fleming
PETER VAN DYKE, Vice President--Managing Director, T. Rowe Price; Vice
President, Rowe Price-Fleming International, Inc.
DAVID J. L. WARREN, Vice President--Executive Vice President, Price-Fleming
WILLIAM F. WENDLER, II, Vice President--Vice President, Price-Fleming, T. Rowe
Price and T. Rowe Price Investment Services, Inc.
EDWARD A. WIESE, Vice President--Vice President, T. Rowe Price, Rowe Price-
Fleming International, Inc. and T. Rowe Price Trust Company
LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
CARMEN F. DEYESU, Treasurer--Vice President, T. Rowe Price, T. Rowe Price
Services, Inc., and T. Rowe Price Trust Company
DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T. Rowe Price
Services, Inc., and T. Rowe Price Trust Company
ANN B. CRANMER, Assistant Vice President--Vice President, Price-Fleming
ROGER L. FIERY, Assistant Vice President--Vice President, Rowe Price-Fleming
International, Inc.
LEAH P. HOLMES, Assistant Vice President--Vice President, Price-Fleming and
Assistant Vice President of Price Associates
EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T. Rowe Price
Services, Inc.
PAGE 119
INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T. Rowe Price
The Funds' Executive Committee, comprised of Messrs. Testa and Wade, has
been authorized by the Board of Directors to exercise all of the powers of the
Board to manage the Funds in the intervals between meetings of the Board,
except the powers prohibited by statute from being delegated.
PRINCIPAL HOLDERS OF SECURITIES
As of the date of the prospectus, the officers and directors of the Funds,
as a group, owned less than 1% of the outstanding shares of each Fund.
As of December 31, 1993, the following shareholders beneficially owned
more than 5% of the outstanding shares of the Short-Term Global Income Fund:
The Challenge Fund, 11 Magnolia Parkway, Chevy Chase, Maryland 20815-4206; and
the International Bond Fund: Charles Scwab & Co. Inc., Reinvest Account,
Attn.: Mutual Fund Dept., 101 West Montgomery Street, San Francisco,
California 94104-4122; and Yachtcrew & Co., Attn.: Mark White, Spectrum Income
Account, State Street Bank and Trust Co., 1776 Heritage Drive - 4W, North
Quincy, Massachusetts 02171-2101.
INVESTMENT MANAGEMENT SERVICES
Services
Under the Management Agreement, Price-Fleming provides each Fund with
discretionary investment services. Specifically, Price-Fleming is responsible
for supervising and directing the investments of each Fund in accordance with
the Fund's investment objective, program, and restrictions as provided in its
prospectus and this Statement of Additional Information. Price-Fleming is
also responsible for effecting all security transactions on behalf of each
Fund, 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 the Funds' corporate existence, corporate records, and
registering and qualifying Fund shares under federal and state laws;
monitoring the financial, accounting, and administrative functions of each
Fund; maintaining liaison with the agents employed by each Fund such as the
Fund's custodian and transfer agent; assisting each Fund in the coordination
of such agents' activities; and permitting Price-Fleming's employees to serve
as officers, directors, and committee members of each Fund without cost to the
Fund.
The Management Agreement also provides that Price-Fleming, its directors,
officers, employees, and certain other persons performing specific functions
for each Fund will only be liable to the Fund for losses resulting from
willful misfeasance, bad faith, gross negligence, or reckless disregard of
duty.
Under the Management Agreement, Price-Fleming is permitted to utilize the
services or facilities of others to provide it or the Funds 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,
PAGE 120
appropriate, or convenient for the discharge of its obligations under the
Management Agreement or otherwise helpful to the Funds.
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.
Robert Fleming personnel have extensive research resources throughout the
world. A strong emphasis is placed on direct contact with companies in the
research universe. Robert Fleming personnel, who frequently speak the local
language, have access to the full range of research products available in the
market place and are encouraged to produce independent work dedicated solely
to portfolio investment management, which adds value to that generally
available.
Management Fee
Each Fund pays Price-Fleming a fee ("Fee") which consists of two
components: a Group Management Fee ("Group Fee") and an Individual Fund Fee
("Fund Fee"). The Fee is paid monthly to Price-Fleming on the first business
day of the next succeeding calendar month and is calculated as described
below.
The monthly Group Fee ("Monthly Group Fee") is the sum of the daily Group
Fee accruals ("Daily Group Fee Accruals") for each month. The Daily Group Fee
Accrual for any particular day is computed by multiplying the Price Funds'
group fee accrual as determined below ("Daily Price Funds' Group Fee Accrual")
by the ratio of each Fund's net assets for that day to the sum of the
aggregate net assets of the Price Funds for that day. The Daily Price Funds'
Group Fee Accrual for any particular day is calculated by multiplying the
fraction of one (1) over the number of calendar days in the year by the
annualized Daily Price Funds' Group Fee Accrual for that day as determined in
accordance with the following schedule:
PAGE 121
Price Funds'
Annual Group Base Fee
Rate for Each Level of Assets
_________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter
For the purpose of calculating the Group Fee, the Price Funds include all
the mutual funds distributed by T. Rowe Price Investment Services, Inc.
(excluding T. Rowe Price Spectrum Fund, Inc. and any institutional or private
label mutual funds). For the purpose of calculating the Daily Price Funds'
Group Fee Accrual for any particular day, the net assets of each Price Fund
are determined in accordance with the Funds' prospectus as of the close of
business on the previous business day on which the Fund was open for business.
The monthly Fund Fee ("Monthly Fund Fee") is the sum of the daily Fund Fee
accruals ("Daily Fund Fee Accruals") for each month. The Daily Fund Fee
Accrual for any particular day is computed by multiplying the fraction of one
(1) over the number of calendar days in the year by the Fund Fee Rate of 0.25%
for the Short-Term Global Income Fund and 0.35% each for the Global Government
Bond and International Bond Funds, and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the Funds'
prospectus as of the close of business on the previous business day on which
the Fund was open for business.
The Short-Term Global Income Fund paid management fees for the year 1993,
$341,000 and did not pay any management fees to Price-Fleming for the fiscal
year ended 1992, Global Government Bond Fund paid management fees for the
years 1993, and 1992, $269,000, $253,000 and did not pay any management fees
to Price-Fleming for the fiscal year ended 1991. The management fees paid by
the International Bond Fund for the years 1993, 1992, and 1991, were
$4,363,000, $3,567,000, and $2,502,000, respectively.
Limitation on Fund Expenses
The Management Agreement between each Fund and Price-Fleming 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 each Fund for certain expenses which in any year exceed
the limits prescribed by any state in which the Fund's 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 a Fund's average daily net
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 each 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
PAGE 122
after the end of the year.
Short-Term Global Income Fund
In the interest of limiting the expenses of the Fund during its initial
period of operations, Price-Fleming agreed to bear any expenses through
December 31, 1993, which would cause the Fund's ratio of expenses to average
net assets to exceed 1.00%. Expenses paid or assumed under this agreement are
subject to reimbursement to Price-Fleming by the Fund whenever the Fund's
expense ratio is below 1.00%; however no reimbursement will be made to Price-
Fleming after December 31, 1995, or if it would result in the expense ratio
exceeding 1.00%. The Management Agreement also provides that one or more
additional expense limitation periods (of the same or different levels and
time periods) may be implemented after the expiration of the current one on
December 31, 1993, 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 this agreement, $149,000 of management fees were not
accrued by the Fund for the period ended December 31, 1992, and $37,000 of
other expenses were borne by Price-Fleming.
Global Government Bond Fund
In the interest of limiting the expenses of the Fund during its initial
period of operations, Price-Fleming agreed to bear any expenses through
December 31, 1992, which would cause the Fund's ratio of expenses to average
net assets to exceed 1.20%. Effective January 1, 1993 Price-Fleming agreed to
extend the Fund's existing expense limitation of 1.20% for a period of two
years through December 31, 1994. The 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 one on
December 31, 1992, 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 or any applicable state expense limitation. Expenses paid or
assumed under each agreement are subject to reimbursement to Price-Fleming by
the Fund whenever the Fund's expense ratio is below 1.20%; however, no
reimbursement will be made after December 31, 1994 (for the initial agreement)
or December 31, 1996 (for the second agreement), or if it would result in the
expense ratio exceeding 1.50%.
Pursuant to the first agreement, $148,000 of management fees were not
accrued by the Fund for the year ended December 31, 1992. Additionally,
$240,000 of unaccrued fees and other expenses borne by Price-Fleming in 1991
are subject to reimbursement through December 31, 1994.
International Bond Fund
The Fund is a party to a Special Servicing Agreement ("Agreement") between
and among T. Rowe Price Spectrum Fund, Inc. ("Spectrum Fund"), T. Rowe Price,
T. Rowe Price Services, Inc. and various other T. Rowe Price funds which,
along with the Funds, are funds in which Spectrum Fund invests (collectively
all such funds "Underlying Price Funds").
The Agreement provides that, if the Board of Directors/Trustees of any
Underlying Price Fund determines that such Underlying Fund's share of the
PAGE 123
aggregate expenses of Spectrum Fund is less than the estimated savings to the
Underlying Price Fund from the operation of Spectrum Fund, the Underlying
Price Fund will bear those expenses in proportion to the average daily value
of its shares owned by Spectrum Fund, provided further that no Underlying
Price Fund will bear such expenses in excess of the estimated savings to it.
Such savings are expected to result primarily from the elimination of numerous
separate shareholder accounts which are or would have been invested directly
in the Underlying Price Funds and the resulting reduction in shareholder
servicing costs. Although such cost savings are not certain, the estimated
savings to the Underlying Price Funds generated by the operation of Spectrum
Fund are expected to be sufficient to offset most, if not all, of the expenses
incurred by Spectrum Fund.
DISTRIBUTOR FOR FUNDS
T. Rowe Price Investment Services, Inc. ("Investment Services"), a
Maryland corporation formed in 1980 as a wholly-owned subsidiary of T. Rowe
Price, serves as the Funds' distributor. Investment Services is registered as
a broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. The offering of each
Fund's shares is continuous.
Investment Services is located at the same address as the Funds and T.
Rowe Price -- 100 East Pratt Street, Baltimore, Maryland 21202.
Investment Services serves as distributor to the Funds pursuant to an
Underwriting Agreement ("Underwriting Agreement"), which provides that each
Fund will pay all fees and expenses in connection with: registering and
qualifying its shares under the various state "blue sky" laws; preparing,
setting in type, printing, and mailing its prospectuses and reports to
shareholders; and issuing its shares, including expenses of confirming
purchase orders.
The Underwriting Agreement provides that Investment Services will pay all
fees and expenses in connection with: printing and distributing prospectuses
and reports for use in offering and selling Fund shares; preparing, setting in
type, printing, and mailing all sales literature and advertising; Investment
Services' federal and state registrations as a broker-dealer; and offering and
selling Fund shares, except for those fees and expenses specifically assumed
by each Fund. Investment Services' expenses are paid by T. Rowe Price.
Investment Services acts as the agent of each Fund in connection with the
sale of its shares in all states in which the shares are qualified and in
which Investment Services is qualified as a broker-dealer. Under the
Underwriting Agreement, Investment Services accepts orders for Fund shares at
net asset value. No sales charges are paid by investors or the Funds.
CUSTODIAN
State Street Bank and Trust Company (the "Bank") is the custodian for the
Funds' securities and cash, but it does not participate in the Funds'
investment decisions. Portfolio securities purchased in the U.S. are
maintained in the custody of the Bank and may be entered into the Federal
Reserve Book Entry System, or the security depository system of the Depository
PAGE 124
Trust Corporation. The Bank and Funds have entered into a Sub-Custodian
Agreement with The Chase Manhattan Bank, N.A., London, pursuant to which
portfolio securities which are purchased outside the United States are
maintained in the custody of various foreign branches of The Chase Manhattan
Bank and such other custodians, including foreign banks and foreign securities
depositories in accordance with regulations under the Investment Company Act
of 1940. The Bank's main office is at 225 Franklin Street, Boston,
Massachusetts 02110. The address for The Chase Manhattan Bank, N.A., London
is Woolgate House, Coleman Street, London, EC2P 2HD, England.
PORTFOLIO TRANSACTIONS
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.
PAGE 125
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.
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.
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.
Miscellaneous
Research services furnished by brokers through which Price-Fleming effects
securities transactions may be used in servicing all accounts managed by
PAGE 126
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 127
The Board of Directors of the Funds 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 Investment Company Act of 1940 (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.
Other
For the fiscal years ended December 31, 1993, December 31, 1992 and
December 31, 1991, the Global Government Bond Fund engaged in portfolio
transactions involving broker-dealers totaling $144,423,000, $129,060,000 and
$174,169,000, respectively. The entire amounts for each year represented
principal transactions as to which the Global Government Bond Fund has no
knowledge of the profits or losses realized by the respective broker-dealers.
For the fiscal years ended December 31, 1993, December 31, 1992 and December
31, 1991, approximately 0%, 0% and 30%, respectively, were placed with firms
which provided research, statistical, or other services to Price-Fleming in
connection with the management of the Global Government Bond Fund or, in some
cases, to the Global Government Bond Fund.
For the fiscal year ended December 31, 1993 and fiscal period ended
December 31, 1992, the Short-Term Global Income Fund engaged in portfolio
transactions involving broker-dealers totaling $4,780,555,000 and
$582,425,000, respectively. The entire amount for the period represented
principal transactions as to which the Short-Term Global Income Fund had no
knowledge of the profits or losses realized by the respective dealers. Of
these portfolio transactions, approximately 0%, was paid to firms which
provided research, statistical, or other services to Price-Fleming in
connection with the management of the Short-Term Global Income Fund or, in
some cases, to the Short-Term Global Income Fund.
For the fiscal years ended December 31, 1993, December 31, 1992 and
December 31, 1991, the International Bond Fund engaged in portfolio
transactions involving broker-dealers totaling $157,373,000, $6,813,188,000
and $5,874,607,000, respectively. The entire amounts for each year
represented principal transactions as to which the International Bond Fund has
no knowledge of the profits or losses realized by the respective broker-
dealers. Of all such portfolio transactions, 0%, 0% and 33%, respectively,
were placed with firms which provided research, statistical, or other services
to Price-Fleming in connection with the management of the International Bond
PAGE 128
Fund or, in some cases, to the International Bond Fund.
PRICING OF SECURITIES
Fixed income securities are generally traded in the over-the-counter
market and are valued at a price deemed best to reflect a fair value as quoted
by dealers who make markets in these securities or by an independent pricing
service.
For purposes of determining each Fund's net asset value per share, all
assets and liabilities initially expressed in foreign currencies are converted
into U.S. dollars at the mean of the bid and offer prices of such currencies
against U.S. dollars quoted by any major bank. If such quotations are not
available, the rate of exchange will be determined in accordance with policies
established in good faith by the Board of Directors.
Securities or other assets for which the above valuation procedures are
deemed not to reflect fair value will be appraised at prices deemed best to
reflect their fair value. Such determinations will be made in good faith by
or under the supervision of the officers of the Fund, as authorized by the
Board of Directors.
Trading in the portfolio securities of each Fund may take place in various
foreign markets on certain days (such as Saturday) when the Funds are not open
for business and do not calculate their net asset values. In addition,
trading in a Fund's portfolio securities may not occur on days when the Fund
is open. The calculation of each Fund's net asset value normally will not
take place contemporaneously with the determination of the value of the Fund's
portfolio securities. Events affecting the values of portfolio securities
that occur between the time their prices are determined and the time each
Fund's net asset value is calculated will not be reflected in the Fund's net
asset value unless Price-Fleming, under the supervision of the Fund's Board of
Directors, determines that the particular event should be taken into account
in computing the Fund's net asset value.
NET ASSET VALUE PER SHARE
The purchase and redemption price of each Fund's shares is equal to that
Fund's net asset value per share or share price. Each Fund determines its net
asset value per share by subtracting its liabilities (including accrued
expenses and dividends payable) from its total assets (the market value of the
securities the Fund holds plus cash and other assets, including income accrued
but not yet received) and dividing the result by the total number of shares
outstanding. The net asset value per share of each Fund is calculated as of
the close of trading on the New York Stock Exchange ("NYSE") every day the
NYSE is open for trading. The NYSE is closed on the following days: New
Year's Day, Washington's Birthday, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.
Determination of net asset value (and the offering, sale, redemption and
repurchase of shares) for a Fund may be suspended at times (a) during which
the NYSE is closed, other than customary weekend and holiday closings, (b)
during which trading on any of such Exchanges is restricted (c) during which
an emergency exists as a result of which disposal by a Fund of securities
PAGE 129
owned by it is not reasonably practicable or it is not reasonably practicable
for the Fund fairly to determine the value of its net assets, or (d) during
which a governmental body having jurisdiction over the Fund may by order
permit such a suspension for the protection of the Fund's shareholders;
provided that applicable rules and regulations of the Securities and Exchange
Commission (or any succeeding governmental authority) shall govern as to
whether the conditions prescribed in (b), (c) or (d) exist.
DIVIDENDS
Unless you elect otherwise, the Fund's annual capital gain distributions,
if any, will be reinvested on the reinvestment date using the NAV per share of
that date. The reinvestment date normally precedes the payment date by about
10 days although the exact timing is subject to change.
TAX STATUS
Each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended ("Code").
Dividends and distributions paid by the Funds are not eligible for the
dividends-received deduction for corporate shareholders, if as expected, none
of the Fund's income consists of dividends paid by United States corporations.
Capital gain distributions paid from these Funds are never eligible for this
deduction. For tax purposes, it does not make any difference whether
dividends and capital gain distributions are paid in cash or in additional
shares. Each Fund must declare dividends equal to at least 98% of ordinary
income (as of December 31) and capital gains (as of October 31) in order to
avoid a federal excise tax and distribute 100% of ordinary income and capital
gains as of December 31 to avoid federal income tax.
Foreign currency gains and losses, including the portion of gain or loss
on the sale of debt securities attributable to foreign exchange rate
fluctuations are taxable as ordinary income. If the net effect of these
transactions is a gain, the dividend paid by the fund will be increased; if
the result is a loss, for the Funds, a portion of the income dividends paid
could be classified as a return of capital. Adjustments, to reflect these
gains and losses will be made at the end of each Fund's taxable year.
At the time of your purchase, each Bond Fund's net asset value may reflect
undistributed capital gains or net unrealized appreciation of securities held
by the Fund. A subsequent distribution to you of such amounts, although
constituting a return of your investment, would be taxable either as dividends
or capital gain distributions. For federal income tax purposes, each Fund is
permitted to carry forward its net realized capital losses, if any, for eight
years, and realize net capital gains up to the amount of such losses without
being required to pay taxes on, or distribute such gains. On March 31, 1994,
the books of the Short-Term Global Income Fund indicated that the Fund's
aggregate net assets included net realized capital losses of $_________, and
unrealized depreciation of $_________. On March 31, 1994, the books of the
Global Government Bond Fund indicated that the Fund's aggregate net assets
included net realized capital losses of $___________, and unrealized
appreciation of $____________. On March 31, 1994, the books of the
International Bond Fund indicated that the Fund's aggregate net assets
PAGE 130
included net realized capital losses of $____________, and unrealized
appreciation of $_____________.
Income received by each Fund from sources within various foreign countries
may be subject to foreign income taxes withheld at the source. Under the
Code, if more than 50% of the value of a Fund's total assets at the close of
its taxable year comprise securities issued by foreign corporations, the Fund
may file an election with the Internal Revenue Service to "pass through" to
the Fund's shareholders the amount of any foreign income taxes paid by the
Fund. Pursuant to this election, shareholders will be required to:
(i) include in gross income, even though not actually received, their
respective pro rata share of foreign taxes paid by the Fund; (ii) treat their
pro rata share of foreign taxes as paid by them; and (iii) either deduct their
pro rata share of foreign taxes in computing their taxable income, or use it
as a foreign tax credit against U.S. income taxes (but not both). No
deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions.
Each Fund intends to meet the requirements of the Code to "pass through"
to its shareholders foreign income taxes paid, but there can be no assurance
that a Fund will be able to do so. Each shareholder will be notified within
60 days after the close of each taxable year of a Fund, that Fund will "pass
through" foreign taxes paid for that year, and, if so, the amount of each
shareholder's pro rata share (by country) of (i) the foreign taxes paid, and
(ii) the Fund's gross income from foreign sources. Of course, shareholders
who are not liable for federal income taxes, such as retirement plans
qualified under Section 401 of the Code, will not be affected by any such
"pass through" of foreign tax credits.
If, in any taxable year, a Fund should not qualify as a regulated
investment company under the Code: (i) the Fund would be taxed at normal
corporate rates on the entire amount of its taxable income without deduction
for dividends or other distributions to shareholders; (ii) the Fund's
distributions to the extent made out of the Fund's current or accumulated
earnings and profits would be taxable to shareholders as ordinary dividends
(regardless of whether they would otherwise have been considered capital gain
dividends), and the Funds would qualify for the 70% deduction for dividends
received by corporations; and (iii) foreign tax credits would not "pass
through" to shareholders.
Taxation of Foreign Shareholders
The Code provides that dividends from net income (which are deemed to
include for this purpose each shareholder's pro rata share of foreign taxes
paid by each Fund - see discussion of "pass through" of the foreign tax credit
to U.S. shareholders), will be subject to U.S. tax. For shareholders who are
not engaged in a business in the U.S., this tax would be imposed at the rate
of 30% upon the gross amount of the dividend in the absence of a Tax Treaty
providing for a reduced rate or exemption from U.S. taxation. Distributions
of net long-term capital gains realized by each Fund are not subject to tax
unless the foreign shareholder is a nonresident alien individual who was
physically present in the U.S. during the tax year for more than 182 days.
PAGE 131
CAPITAL STOCK
The T. Rowe Price International Funds, Inc. (the "Corporation") was
originally organized in 1979 as a Maryland corporation under the name T. Rowe
Price International Fund, Inc. ("the Old Corporation"). Pursuant to the
Annual Meeting of Shareholders held on April 22, 1986, an Agreement and Plan
of Reorganization and Liquidation was adopted in order to convert the Old
Corporation from a Maryland corporation to a Massachusetts Business Trust,
named the T. Rowe Price International Trust ("the Trust"). This conversion
became effective on May 1, 1986. Pursuant to the Annual Meeting of
Shareholders held on April 19, 1990, an Agreement and Plan of Reorganization
and Liquidation was adopted in order to convert the Trust from a Massachusetts
Business Trust to a Maryland corporation. This conversion become effective
May 1, 1990. The Corporation is registered with the Securities and Exchange
Commission under the 1940 Act as a diversified, open-end investment company,
commonly known as a "mutual fund."
Currently, the Corporation consists of nine series, each of which
represents a separate class of the Corporation's shares and has different
objectives and investment policies. The International Bond Fund was added as
a separate series of the Trust in 1986, and the designation of the existing
series of the Trust was, at that time, changed to the International Stock
Fund. In 1988 and 1990, respectively, the International Discovery and
European Stock Funds were added as separate series of the Trust. Effective
May 1, 1990, all series of the Trust became series of the Corporation. In the
same year, after the May 1, 1990 reorganization, the New Asia and Global
Government Bond Funds were added as separate series of the Corporation. The
Japan, Short-Term Global Income and Latin America Funds were added as separate
series of the Corporation in 1991, 1992, and 1993, respectively. The
International Stock, International Discovery, European Stock, Japan and New
Asia Funds are described in a separate Statement of Additional Information.
The Charter also provides that the Board of Directors may issue additional
series of shares.
The Funds' Charter authorizes the Board of Directors to classify and
reclassify any and all shares which are then unissued, including unissued
shares of capital stock into any number of classes or series, each class or
series consisting of such number of shares and having such designations, such
powers, preferences, rights, qualifications, limitations, and restrictions, as
shall be determined by the Board subject to the Investment Company Act and
other applicable law. The shares of any such additional classes or series
might therefore differ from the shares of the present class and series of
capital stock and from each other as to preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption, subject to applicable
law, and might thus be superior or inferior to the capital stock or to other
classes or series in various characteristics. The Board of Directors may
increase or decrease the aggregate number of shares of stock or the number of
shares of stock of any class or series that each Fund has authorized to issue
without shareholder approval.
Each share of each series has equal voting rights with every other share
of every other series, and all shares of all series vote as a single group
except where a separate vote of any class or series is required by the 1940
Act, the laws of the State of Maryland, the Corporation's Articles of
Incorporation, the By-Laws of the Corporation, or as the Board of Directors
PAGE 132
may determine in its sole discretion. Where a separate vote is required with
respect to one or more classes or series, then the shares of all other classes
or series vote as a single class or series, provided that, as to any matter
which does not affect the interest of a particular class or series, only the
holders of shares of the one or more affected classes or series is entitled to
vote. The preferences, rights, and other characteristics attaching to any
series of shares, including the present series of capital stock, might be
altered or eliminated, or the series might be combined with another series, by
action approved by the vote of the holders of a majority of all the shares of
all series entitled to be voted on the proposal, without any additional right
to vote as a series by the holders of the capital stock or of another affected
series.
Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares held) and will vote in the election of
or removal of directors (to the extent hereinafter provided) and on other
matters submitted to the vote of shareholders. There will normally be no
meetings of shareholders for the purpose of electing directors unless and
until such time as less than a majority of the directors holding office have
been elected by shareholders, at which time the directors then in office will
call a shareholders' meeting for the election of directors. Except as set
forth above, the directors shall continue to hold office and may appoint
successor directors. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in the election of directors can, if they
choose to do so, elect all the directors of the Fund, in which event the
holders of the remaining shares will be unable to elect any person as a
director. As set forth in the By-Laws of the Corporation, a special meeting
of shareholders of the Corporation shall be called by the Secretary of the
Corporation on the written request of shareholders entitled to cast at least
10% of all the votes of the Corporation, entitled to be cast at such meeting.
Shareholders requesting such a meeting must pay to the Corporation the
reasonably estimated costs of preparing and mailing the notice of the meeting.
The Corporation, however, will otherwise assist the shareholders seeking to
hold the special meeting in communicating to the other shareholders of the
Corporation to the extent required by Section 16(c) of the 1940 Act.
FEDERAL AND STATE REGISTRATION OF SHARES
Each Fund's shares are registered for sale under the Securities Act of
1933, and the Funds or their shares are registered under the laws of all
states which require registration, as well as the District of Columbia and
Puerto Rico.
LEGAL COUNSEL
Shereff, Friedman, Hoffman, & Goodman, whose address is 919 Third Avenue,
New York, New York 10022, is legal counsel to the Funds.
INDEPENDENT ACCOUNTANTS
International Bond Fund
Price Waterhouse, 7 St. Paul Street, Suite 1700, Baltimore, Maryland
PAGE 133
21202, are independent accountants to the Fund. The financial statements of
the International Bond Fund for the year ended December 31, 1993, and the
report of independent accountants are included in the Fund's Annual Report for
the year ended December 31, 1993, on pages 6-15. A copy of the Annual Report
accompanies this Statement of Additional Information. The following financial
statements and the report of independent accountants appearing in the Annual
Report for the year ended December 31, 1993, are incorporated into this
Statement of Additional Information by reference:
International
Bond Fund
Annual Report
Page
___________
Report of Independent Accountants 15
Statement of Assets and Liabilities, December 31, 1993 6-8
Statement of Operations, year ended December 31, 1993 9
Statement of Changes in Net Assets, years ended
December 31, 1993 and December 31, 1992 10
Notes to Financial Statements, December 31, 1993 11-13
Financial Highlights 14
Short-Term Global Income and Global Government Bond Funds
Coopers & Lybrand, 217 East Redwood Street, Baltimore, Maryland 21202, are
independent accountants to each Fund. The financial statements of the Short-
Term Global Income and Global Government Bond Funds for the year ended
December 31, 1993, and the report of independent accountants are included in
each Fund's Annual Report for the year ended December 31, 1993, on pages 8-19
and 10-19, respectively. A copy of each Annual Report accompanies this
Statement of Additional Information. The following financial statements and
the report of independent accountants appearing in each Annual Report for the
year ended December 31, 1993, are incorporated into this Statement of
Additional Information by reference:
Short-Term
Global Income
Fund Annual
Report Page
___________
Report of Independent Accountants 19
Portfolio of Investments, December 31, 1993 8-9
Statement of Assets and Liabilities, December 31, 1993 12
Statement of Operations, December 31, 1993 13
Statement of Changes in Net Assets, year ended
December 31, 1993 and June 30, 1992 (Commencement
of Operations) to December 31, 1992 14
Notes to Financial Statements, December 31, 1993 15-17
Financial Highlights, year ended December 31, 1993 and
June 30, 1992 (Commencement of Operations) to
December 31, 1992 18
PAGE 134
Global
Government
Bond Fund
Annual
Report Page
___________
Report of Independent Accountants 19
Statement of Net Assets, December 31, 1993 10-11
Statement of Operations, year ended December 31, 1993 13
Statement of Changes in Net Assets, year ended
December 31, 1993 and December 28, 1992 14
Notes to Financial Statements, December 31, 1993 15-17
Financial Highlights 18
RATINGS OF CORPORATE DEBT SECURITIES
Moody's Investors Services, Inc.
Aaa - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge."
Aa - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations.
Baa - Bonds rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Standard & Poor's Corporation
AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong.
A - Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
PAGE 135
likely to lead to a weakened capacity to pay principal and interest for bonds
in this category than for bonds in the A category.
PAGE 136
APPENDIX A
Chart 1
A line graph follows which plots semiannual equivalent yields on 10-year
government bonds from January 1, 1988, to March 11, 1993. The yields for the
United Kingdom, France, Germany, United States and Japan, during this time
period, are graphed on a scale of 4% to 14%.
PAGE 137
T. ROWE PRICE INTERNATIONAL STOCK FUNDR
CROSS REFERENCE SHEET
N-1A Item No. Location
_____________ ________
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary of Fund Fees and
Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Introduction,
Investment Objective and
Program; Summary of Fund Fees
and Expenses; Risk Factors;
Investing in International
Stocks; Investment Policies;
Performance Information;
Capital Stock
Item 5. Management of the Fund Summary of Fund Fees and
Expenses; Management of the
Fund; Expenses and Management
Fee
Item 6. Capital Stock and Other Securities Capital Stock; Dividends and
Distributions; Taxes
Item 7. Purchase of Securities Being NAV, Pricing, and Effective
Offered Date; Shareholder Services;
Conditions of Your Purchase;
Completing the New Account
Form; Opening a New Account;
Purchasing Additional Shares
Item 8. Redemption or Repurchase NAV, Pricing, and Effective
Date; Receiving Your Proceeds;
Conditions of Your Purchase;
Exchanging and Redeeming Shares
Item 9. Pending Legal Proceedings +
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History +
Item 13. Investment Objectives and Policies Investment Objectives and
Policies; Investment Objective
and Program; Investment
Restrictions; Risk Factors of
Foreign Investing; Investment
Performance
Item 14. Management of the Registrant Management of Fund
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
Item 16. Investment Advisory and Other Investment Management Services;
Services Custodian; Legal Counsel;
Independent Accountants
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Dividends; Capital Stock
Item 19. Purchase, Redemption and Pricing Redemptions in Kind; Pricing of
of Securities Being Offered Securities; Net Asset Value Per
Share; Federal and State
Registration of Shares
PAGE 138
Item 20. Tax Status Tax Status
Item 21. Underwriters Distributor for Fund
Item 22. Calculation of Yield Quotations of
Money Market Funds +
Item 23. Financial Statements Incorporated by Reference from
Annual Report
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement
___________________________________
+ Not applicable or negative answer
PAGE 139
Prospectus for the T. Rowe Price International Stock Fund, dated May 31, 1994,
should be inserted here.
PAGE 1
INTERNATIONAL STOCK FUND Investment Summary
The Fund's objective is capital
appreciation through investment primarily
in established, non-U.S. companies.
Prospectus ___________________________________________
May 1, 1994 T. Rowe Price
T. Rowe Price 100% No Load. This Fund has no sales
International Funds, Inc. charges, no redemption fees, and no 12b-1
fees. 100% of your investment is credited
to your account.
Services. T. Rowe Price provides easy
access to your money through bank wires or
telephone redemptions and offers easy
exchange to other T. Rowe Price Funds.
Table of Contents Rowe Price-Fleming International, Inc.
(Price-Fleming), the Fund's manager, was
Fund Information founded in 1979 as a joint venture between
Investment Objective and T. Rowe Price Associates, Inc. (T. Rowe
Program Price) and Robert Fleming Holdings Limited.
Summary of Fund Fees Price-Fleming is one of America's largest
and Expenses international mutual fund asset managers
Financial Highlights with approximately $7.5 billion under
Risk Factors management in its offices in Baltimore,
Investing in London, Tokyo, and Hong Kong.
International Stocks ___________________________________________
Investment Policies This prospectus contains information you
Performance Information should know about the Fund before you
Capital Stock invest. Please keep it for future
NAV, Pricing, and reference. A Statement of Additional
Effective Date Information for the Fund (dated May 1,
Receiving Your Proceeds 1994) has been filed with the Securities
Dividends and and Exchange Commission and is incorporated
Distributions by reference in this prospectus. It is
Taxes available at no charge by calling: 1-800-
Management of the Fund 638-5660.
Expenses and Management
Fee THESE SECURITIES HAVE NOT BEEN APPROVED OR
How to Invest DISAPPROVED BY THE SECURITIES AND EXCHANGE
Shareholder Services COMMISSION, OR ANY STATE SECURITIES
Conditions of Your COMMISSION, NOR HAS THE SECURITIES AND
Purchase EXCHANGE COMMISSION, OR ANY STATE
Completing the New SECURITIES COMMISSION, PASSED UPON THE
Account Form ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
Opening a New Account ANY REPRESENTATION TO THE CONTRARY IS
Purchasing Additional A CRIMINAL OFFENSE.
PAGE 2
Shares
Exchanging and Redeeming
Shares
________________________ ___________________________________________
INVESTMENT OBJECTIVE AND The Fund's investment objective is to seek
PROGRAM a total return on its assets from long-term
growth of capital and income, principally
through investments in common stocks of
established, non-U.S. companies.
Investments may be made solely for capital
appreciation or solely for income or any
combination of both for the purpose of
achieving a higher overall return. Total
return consists of capital appreciation or
depreciation, dividend income, and currency
gains or losses.
The Fund's share price will fluctuate
with market, economic and foreign exchange
conditions, and your investment may be
worth more or less when redeemed than when
purchased. The Fund should not be relied
upon as a complete investment program, nor
used to play short-term swings in the stock
or foreign exchange markets. The Fund is
subject to risks unique to international
investing. See extensive discussion under
Risk Factors beginning on page 4. Further,
there is no assurance that the favorable
trends discussed below will continue, and
the Fund cannot guarantee it will achieve
its investment objective.
Over the last 30 years, many foreign
economies have grown faster than the United
States' economy, and the return from equity
investments in these countries has often
Investing overseas exceeded the return on similar investments
for growth and income. in the United States. Moreover, there has
normally been a wide and largely unrelated
variation in performance between
international equity markets over this
period. Although there can be no assurance
that these conditions will continue, the
Fund's investment manager, Rowe
Price-Fleming International, Inc. (Price-
Fleming), within the framework of
PAGE 3
diversification, seeks to identify and
invest in companies participating in the
faster growing foreign economies and
markets. Price-Fleming believes that
investment in foreign securities offers
significant potential for long-term capital
appreciation and an opportunity to achieve
investment diversification.
The Fund intends to diversify investments
broadly among countries and to normally
have at least three different countries
represented in the portfolio. The Fund may
invest in countries of the Far East and
Western Europe as well as South Africa,
Australia, Canada, and other areas
(including developing countries). Under
unusual circumstances, however, the Fund
may invest substantially all its assets in
one or two countries.
Portfolio Diversification. Today, more
than one-half of the world's stock market
value are traded abroad. Investing
overseas can help diversify a portfolio
otherwise invested solely in U.S.
securities. Foreign stock and bond markets
often do not parallel the performance of
U.S. markets, which means that, over time,
diversifying investments across several
countries can help reduce portfolio
volatility.
In seeking its objective, the Fund
invests primarily in common stocks of
established foreign companies which have
the potential for growth of capital or
income or both. In order to increase total
return, the Fund may invest up to 35% of
its assets in any other type of security
including convertible securities; preferred
stocks and warrants; bonds, notes and other
debt securities (including Eurodollar
securities); and obligations of domestic or
foreign governments and their political
subdivisions.
PAGE 4
Under exceptional economic or market
conditions abroad, the Fund may temporarily
invest all or a major portion of its assets
in U.S. government obligations or debt
obligations of U.S. companies. The Fund
may invest its reserves in domestic as well
as foreign money market instruments. Also,
the Fund may enter into forward foreign
currency exchange contracts in order to
protect against uncertainty in the level of
future foreign exchange rates.
Please see Investment Policies for a more
complete description of the Fund's
investments.
________________________ ___________________________________________
SUMMARY OF FUND FEES AND The Fund is 100% no-load . . . you pay no
EXPENSES fees to purchase, exchange, or redeem
shares, nor any ongoing marketing (12b-1)
expenses. Lower expenses benefit you by
increasing your investment return from the
Fund.
Shown below are all expenses and fees the
Fund incurred during its fiscal year.
Where applicable, expenses were restated to
reflect current fees. Expenses are
expressed as a percent of average Fund net
assets. More information about these
expenses may be found below and under
Expenses and Management Fee and in the
Statement of Additional Information under
Management Fee and Limitation on Fund
Expenses.
Shareholder Annual Fund Expenses
Transaction Expenses
Sales load None Management fee 0.70%
"charge" on purchases Total other
Sales load None (Shareholder 0.31%
"charge" on reinvested servicing,
dividends custodial,
Redemption fees None auditing, etc.)+
Exchange fees None Distribution None
fees (12b-1) _____
Total Fund 1.01%
Expenses
PAGE 5
+ The Fund charges a $5.00 fee for wire
redemptions under $5,000, subject to
change without notice.
Example of Fund expenses. The following example illustrates the
expenses you would incur on a $1,000
investment, assuming a 5% annual rate of
return and redemption at the end of each
period shown. For example, expenses for
the first year in the Fund would be $10.
This is an illustration only. Actual
expenses and performance may be more or
less than shown.
1 Year--$10 3 Years--$32
5 Years--$56 10 Years--$124
Management Fee. The Fund pays Price-
Fleming an investment management fee
consisting of a flat Individual Fund Fee of
0.35% of the Fund's net assets and a Group
Fee, defined on page __ under Expenses and
Management Fee of 0.35% as of December 31,
1993. Thus, the total combined management
fee for the Fund would be 0.70% of net
assets.
Transfer Agent, Shareholder Servicing, and
Administrative Costs. The Fund paid fees
to: (i) T. Rowe Price Services, Inc. (TRP
Services) for transfer and dividend
disbursing agent functions and shareholder
services for all accounts; (ii) T. Rowe
Price Retirement Plan Services, Inc. for
subaccounting and recordkeeping services
for certain retirement accounts; and (iii)
T. Rowe Price for calculating the daily
share price and maintaining the portfolio
and general accounting records of the Fund.
These fees totaled approximately
$2,374,000, $1,252,000, and $92,000,
respectively.
_________________________ ___________________________________________
FINANCIAL HIGHLIGHTS The following table provides information
about the Fund's financial history. It is
based on a single share outstanding
PAGE 6
throughout each fiscal period (which ends
on the last day of December for the years
1984-1992 and the last day of October for
1993). The most recent five years and the
period ended October 31, 1993 of the table
are part of the Fund's financial statements
which are included in the Fund's annual
report and incorporated by reference into
the Statement of Additional Information,
which is available to shareholders. The
financial statements in the annual report
have been audited by Price Waterhouse,
independent accountants, whose unqualified
report covers periods shown.
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31+Period Income ments ties Income Gain butions
_________________________________________________________________
1984 $ 7.16 $.15 $(.56) $(.41)
$(.08) $ (.08) $(.16)
1985 6.59 .11 2.71 2.82 (.15) (.22) (.37)
1986 9.04 .11 5.23 5.34 (.11) (1.38) (1.49)
1987 12.89 .12 .74 .86 (.23) (4.98) (5.21)
1988 8.54 .16 1.36 1.52 (.16) (.93) (1.09)
1989 8.97 .16 1.94 2.10 (.16) (.67) (.83)
1990 10.24 .22 (1.13) (.91)(.16) (.36) (.52)
1991 8.81 .15 1.22 1.37 (.15) (.49) (.64)
1992 9.54 .14 (.47) (.33)(.16) (.16) (.32)
1993+++ 8.89 .10 2.75 2.85 -- -- --
PAGE 7
End of Period
Ratio
of
Ratio Net
of Invest-
Net Expenses ment Port-
Asset to Income
folio
Value, Net Average to Aver- Turn-
Year Ended, End of Total Assets (in Net age Net over
December 31+ Period Return thousands) Assets Assets Rate
_________________________________________________________________
1984 $6.59 (5.9)% $180,705 1.11% 2.29% 37.7%
1985 9.04 45.3% 376,843 1.11% 1.54% 61.9%
1986 12.89 61.3% 790,020 1.10% 0.89% 56.4%
1987 8.54 8.0% 642,463 1.14% 0.93% 76.5%
1988 8.97 17.9% 630,114 1.16% 1.78% 42.4%
1989 10.24 23.7% 970,214 1.10% 1.63% 47.8%
1990 8.81 (8.9)% 1,030,848 1.09% 2.16% 47.1%
1991 9.54 15.9% 1,476,309 1.10% 1.51% 45.0%
1992 8.89 (3.5)% 1,949,631 1.05% 1.49% 37.8%
1993+++ 11.74 32.1%! 3,746,055 1.01%++1.52%++ 29.8%++
_________________________________________________________________
+ All share and per-share figures reflect the 2-for-1 stock
split effective August 31, 1987.
++ Annualized.
+++ The Fund's fiscal year-end was changed to October 31.
! Not annualized.
________________________ ___________________________________________
RISK FACTORS Investors should understand and consider
carefully the special risks involved in
foreign investing. These risks are often
heightened for investments in emerging or
developing countries.
Foreign Currency. Investments in foreign
companies will require the Fund to hold
securities and funds denominated in foreign
currencies. As a result, the value of the
assets of the Fund as measured in U.S.
dollars may be affected significantly,
favorably or unfavorably, by changes in
foreign currency exchange rates, currency
restrictions, and exchange control
regulations, and the Fund may incur costs
in connection with conversions between
various currencies. Exchange rate
PAGE 8
movements can be large and endure for
extended periods of time. For example, the
Japanese yen has been appreciating against
the U.S. dollar since 1985. This has
increased the returns of persons purchasing
Japanese securities with U.S. dollars.
However, there is no guarantee this trend
will continue, and its reversal would
adversely affect such returns.
Costs. The expense to individual investors
of investing directly in foreign securities
are higher than investing in U.S.
securities. While the Fund offers a very
efficient way for individual investors to
participate in foreign markets, its
expenses, including advisory and custodial
fees, are also higher than the typical
domestic equity mutual fund.
Economic and Trade Factors. The economies
of the countries in which the Fund may
invest (portfolio countries) may differ
favorably or unfavorably from the U.S.
economy and may be less developed or
diverse. Certain of these countries, for
example Japan, are heavily dependent upon
international trade. Accordingly, they
have been and may continue to be adversely
affected by trade barriers and other
protectionist or retaliatory measures of,
as well as economic conditions in, the U.S.
and other countries with which they trade.
Certain countries may be heavily dependent
on a limited number of commodities and thus
vulnerable to weaknesses in world prices
for these commodities. Finally, there is
no assurance that the pattern of growth
exhibited by certain of the portfolio
countries in the past will continue.
Political Factors. The internal politics
of certain of the portfolio countries are
not as stable as in the United States. In
addition, significant external political
risks, including war, currently affect some
of the countries. Finally, governments in
PAGE 9
certain of the countries continue to
participate to a substantial degree,
through ownership interests or regulation,
in their respective economies and
securities markets. Action by these
governments could include restrictions on
foreign investment, nationalization,
expropriation of assets, or imposition of
taxes. Any of these actions could have a
significant effect on market prices of
securities, the ability of the Fund to
repatriate capital and income, and the
value of the Fund's investments.
Market Characteristics. Many of the
securities markets of the portfolio
countries have substantially less volume
than comparable U.S. markets, and the
securities of some companies in these
countries may be less liquid and more
volatile than securities of comparable U.S.
companies. In certain markets, for example
in Japan, common stocks may trade at
considerably higher valuation levels than
U.S. common stocks. Accordingly, many of
these markets may be subject to a greater
volatility, be more influenced by adverse
events generally affecting the market and
by large investors trading significant
blocks of securities, than is usual in the
United States. The settlement practices of
the portfolio countries may include delays
and otherwise differ from those customary
in U.S. markets.
Legal and Regulatory. Certain of the
portfolio countries lack uniform
accounting, auditing, and financial
reporting standards, may have less
governmental supervision of securities
markets, brokers, and issuers of
securities, and less financial information
available to investors than is usual in the
United States. For example, there have
been revelations that major broker-dealers
in Japan have engaged in a variety of
fraudulent and manipulative practices.
PAGE 10
Finally, there may be difficulty in
enforcing legal rights outside the United
States.
Eastern Europe. The Fund may from time to
time invest up to 5% of its assets in
securities of companies located in Eastern
Europe and the former Soviet block.
Reforms away from centrally planned
economies and state owned industries are
still in their infancy. As a result,
investments in such countries would be
highly speculative and could result in
losses to the Fund. Although significant
uncertainties for investment remain, Price-
Fleming considers the current outlook for
certain countries in this region to be
positive and expects the Fund to be in a
position to take advantage of opportunities
as they arise.
Foreign Exchanges and Markets. The Fund's
portfolio securities from time to time may
be listed on foreign exchanges or traded in
foreign markets which trade on days (such
as Saturday) when the Fund does not compute
its price or accept orders for the
purchase, redemption or exchange of its
shares. As a result, the net asset value
of the Fund may be significantly affected
by trading on days when shareholders cannot
make transactions.
________________________ ___________________________________________
INVESTING IN Common stocks of foreign companies offer a
INTERNATIONAL STOCKS way to invest for long-term growth of
capital. As an economy expands, corporate
profits generally grow, and share values
rise.
The long-term rise of foreign stock
prices as a group has been punctuated by
periodic declines. As in the U.S., share
prices of even the best managed, most
profitable corporations are subject to
market risk, which means they can fluctuate
widely. For this reason, investors in
either foreign or domestic stocks should
PAGE 11
have a long-term investment horizon and be
willing to wait out bear markets.
The accompanying charts show year-by-year
foreign stock returns as well as longer-
term performance. (The major international
stock markets are represented by Morgan
Stanley Capital International's EAFE Index
(Europe, Australia, Far East). In seven of
the years from 1970, when the Index began,
through 1993, foreign stocks posted
negative returns, as shown, which means
they rose about 70% of the time. For this
same time span, however, all cumulative
returns for 10-year rolling periods were
positive. Thus, the risk of incurring a
loss was reduced considerably for longer
holding periods.
Your investment in the Fund will be
subject to the fluctuations -- up or down
-- described above. You should weigh this
factor carefully before investing.
Annual Returns on Foreign Stocks
(MSCI EAFE Index)*
Annual Total Returns
1979161.50 1987 678.56
1980263.58 1988 645.46
1981174.30 1989 677.95
1982 97.56 1990 380.16
1983186.83 1991 445.82
1984297.34 1992 385.31
1985354.42 1993 417.77
1986644.09
10-Year Cumulative Total Return
1970-10.50 1982 -0.86
1971 31.17 1983 24.61
1972 37.65 1984 7.86
1973-14.17 1985 56.72
1974-22.13 1986 69.94
1975 37.04 1987 24.93
1976 3.78 1988 28.59
PAGE 12
1977 19.40 1989 10.80
1978 34.30 1990 -23.20
1979 6.17 1991 12.50
1980 24.44 1992 -11.85
1981 -1.04 1993 32.94
*These charts are intended as an
illustration of historical common stock
behavior and does not represent the
performance of any T. Rowe Price mutual
fund. Past results do not indicate future
returns.
________________________ ___________________________________________
INVESTMENT POLICIES The Fund's investment program and policies
are subject to further restrictions and
risks which are described in the Statement
of Additional Information. The investment
objective of the Fund is a fundamental
policy and may be changed only with
shareholder approval. The Fund's
investment program, unless otherwise
specified, is not a fundamental policy and
may be changed without shareholder
approval. Shareholders will be notified of
any material change in the investment
program. In addition to the investments
described below, the Fund's investments may
include, but are not limited to, American
Depository Receipts (ADRs), European
Depository Receipts (EDRs), American
Depository Shares (ADSs), bonds, notes,
other debt securities of foreign issuers,
securities of foreign investment funds or
trusts (including passive foreign
investment companies), and the investments
described under Investment Program.
Cash Reserves. While the Fund will remain
primarily invested in common stocks, it
may, for temporary defensive purposes,
invest in reserves without limitation. The
Fund may also establish and maintain
reserves as Price-Fleming believes is
advisable to facilitate the Fund's cash
flow needs (e.g., redemptions, expenses,
and purchases of portfolio securities).
The Fund's reserves will be invested in
PAGE 13
domestic and foreign money market
instruments rated within the top two credit
categories by a national rating
organization or, if unrated, the T. Rowe
Price equivalent.
Convertible Securities, Preferred Stocks,
and Warrants. The Fund may invest in debt
or preferred equity securities convertible
into or exchangeable for equity securities.
Preferred stocks are securities that
represent an ownership interest in a
corporation providing the owner with claims
on the company's earnings and assets before
common stock owners, but after bond owners.
Warrants are options to buy a stated number
of shares of common stock at a specified
price any time during the life of the
warrants (generally, two or more years).
Foreign Currency Transactions. The Fund
will normally conduct its foreign currency
exchange transactions either on a spot
(i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange
market, or through entering into forward
contracts to purchase or sell foreign
currencies. The Fund will generally not
enter into a forward contract with a term
of greater than one year.
The Fund will generally enter into
forward foreign currency exchange contracts
only under two circumstances. First, when
the Fund enters into a contract for the
purchase or sale of a security denominated
in a foreign currency, it may desire to
"lock in" the U.S. dollar price of the
security. Second, when Price-Fleming
believes that the currency of a particular
foreign country may suffer or enjoy a
substantial movement against another
currency, it may enter into a forward
contract to sell or buy the former foreign
currency (or another currency which acts as
a proxy for that currency) approximating
the value of some or all of the Fund's
PAGE 14
portfolio securities denominated in such
foreign currency. Under certain
circumstances, the Fund may commit a
substantial portion or the entire value of
its portfolio to the consummation of these
contracts. Price-Fleming will consider the
effect such a commitment of its portfolio
to forward contracts would have on the
investment program of the Fund and the
flexibility of the Fund to purchase
additional securities. Although forward
contracts will be used primarily to protect
the Fund from adverse currency movements,
they also involve the risk that anticipated
currency movements will not be accurately
predicted and the Fund's total return could
be adversely affected as a result.
Futures Contracts and Options. The Fund
may enter into stock index or currency
futures contracts (or options thereon) to
hedge a portion of the Fund's portfolio, to
provide an efficient means of regulating
the Fund's exposure to the equity markets,
or as a hedge against changes in prevailing
levels of currency exchange rates. The
Fund will not use futures contracts for
speculation. The Fund will limit its use
of futures contracts so that no more than
5% of its total assets would be committed
to initial margin deposits or premiums on
such contracts. Such contracts may be
traded on U.S. or foreign exchanges. The
Fund may write covered call options and
purchase put and call options on foreign
currencies, securities, and stock indices.
The aggregate market value of the Fund's
currencies or portfolio securities covering
call or put options will not exceed 25% of
the Fund's net assets. Futures contracts
and options can be highly volatile and
could reduce the Fund's total return, and
the Fund's attempt to use such investments
for hedging purposes may not be successful.
Successful futures strategies require the
ability to predict future movements in
PAGE 15
securities prices, interest rates and other
economic factors. The Fund's potential
losses from the use of futures extends
beyond its initial investment in such
contracts. Also, losses from options and
futures could be significant if the Fund is
unable to close out its position due to
disruptions in the market or lack of
liquidity.
Hybrid Investments. As part of its
investment program and to maintain greater
flexibility, the Fund may invest in
instruments which have the characteristics
of futures and securities. Such
instruments may take a variety of forms,
such as debt instruments with interest or
principal payments determined by reference
to the value of a currency or commodity at
a future point in time. The risks of such
investments would reflect both the risks of
investing in futures, currencies, and
securities, including volatility and
illiquidity.
Illiquid Securities. The Fund may acquire
illiquid securities (no more than 10% of
net assets). Because an active trading
market does not exist for such securities,
the sale of such securities may be subject
to delay and additional costs. The Fund
will not invest more than 5% of its total
assets in restricted securities (other than
securities eligible for resale under Rule
144A of the Securities Act of 1933).
Lending of Portfolio Securities. As a
fundamental policy, for the purpose of
realizing additional income, the Fund may
lend securities with a value of up to 30%
of its total assets to broker-dealers,
institutional investors, or other persons.
Any such loan will be continuously secured
by collateral at least equal to the value
of the security loaned. Such lending could
result in delays in receiving additional
collateral or in the recovery of the
PAGE 16
securities or possible loss of rights in
the collateral should the borrower fail
financially.
Repurchase Agreements. The Fund may enter
into repurchase agreements with a well-
established securities dealer or a bank
which is a member of the Federal Reserve
System. In the event of a bankruptcy or
default of certain sellers of repurchase
agreements, the Fund could experience costs
and delays in liquidating the underlying
security, which is held as collateral, and
the Fund might incur a loss if the value of
the collateral held declines during this
period.
Portfolio Turnover. The Fund will not
generally trade in securities for short-
term profits but, when circumstances
warrant, securities may be purchased and
sold without regard to the length of time
held. The Fund's portfolio turnover rates
for the years 1993, 1992, and 1991, were
29.8%, 37.8%, and 45.0%, respectively.
Fundamental Investment Policies. As a
matter of fundamental policy, the Fund will
not, among other things: (1) purchase a
security of any issuer if, as a result, it
would: (a) cause the Fund to have more than
25% of its total assets concentrated in any
one industry, provided that, as a matter of
operating policy, the Fund will not invest
more than 25% of its total assets in
securities issued by any one foreign
government or (b) with respect to 75% of
its assets, cause the Fund's holdings of
that issuer to amount to more than 5% of
the Fund's total assets or cause the Fund
to own more than 10% of the outstanding
voting securities of the issuer provided
that, as an operating policy, the Fund will
not purchase a security if, as a result,
more than 10% of the outstanding voting
securities of any issuer would be held by
the Fund; (2) borrow money except
PAGE 17
temporarily from banks to facilitate
redemption requests in amounts not
exceeding 30% of its total assets valued at
market; or (3) in any manner transfer as
collateral for indebtedness any security of
the Fund except in connection with
permissible borrowings, which in no event
will exceed 30% of the Fund's total assets
valued at market.
Other Investment Policies. As a matter of
operating policy, the Fund will not, among
other things: (1) purchase a security of
any issuer if, as a result, more than 5% of
the value of the Fund's total assets would
be invested in the securities of unseasoned
issuers which at the time of purchase have
been in operation for less than three
years, including predecessors and
unconditional guarantors; and (2) purchase
additional securities when money borrowed
exceeds 5% of the Fund's total assets.
________________________ ___________________________________________
PERFORMANCE INFORMATION The Fund may advertise total return figures
on both a cumulative and compound average
annual basis and compare them to various
indices (e.g., the S&P 500), other mutual
funds or other performance measures. (The
total return of the Fund consists of the
change in its net asset value per share and
the net income it earns.) Cumulative total
return compares the amount invested at the
beginning of a period with the amount
redeemed at the end of the period, assuming
the reinvestment of all dividends and
capital gain distributions. The compound
average annual total return indicates a
yearly compound average of the Fund's
performance, derived from the cumulative
total return. The annual compound rate of
return for the Fund may vary from any
average. Further information about the
Fund's performance is contained in its
annual report which is available free of
charge.
PAGE 18
________________________ ___________________________________________
CAPITAL STOCK The T. Rowe Price International Funds, Inc.
(the Corporation) was originally organized
in 1979 as a Maryland corporation.
Effective May 1, 1986, the Corporation
converted from a Maryland corporation to a
Massachusetts business trust known as the
T. Rowe Price International Trust (Trust).
On May 1, 1990, the Trust converted back to
a Maryland corporation. The Corporation is
registered with the Securities and Exchange
Commission under the Investment Company Act
of 1940 as a diversified, open-end
investment company, commonly known as a
"mutual fund." A mutual fund, such as the
Fund, enables shareholders to: (1) obtain
professional management of investments,
including Price-Fleming's proprietary
research; (2) diversify their portfolio to
a greater degree than would be generally
possible if they were investing as
individuals and thereby reduce, but not
eliminate risks; and (3) simplify the
recordkeeping and reduce transaction costs
associated with investments.
Currently, the Corporation consists of
nine series, each representing a separate
class of shares having different objectives
and investment policies. The nine series
and the years in which each was established
are as follows: International Stock Fund,
1979; International Bond Fund, 1986;
International Discovery Fund, 1988;
European Stock Fund, New Asia Fund, and
Global Government Bond Fund, 1990; Japan
Fund, 1991; Short-Term Global Income Fund,
1992; and Latin America Fund, 1993. The
Corporation's Charter provides that the
Board of Directors may issue additional
series of shares and/or additional classes
of shares for each series.
The Fund has an investment advisory group
that has day-to-day responsibility for
managing the portfolio and developing and
executing the Fund's investment program.
PAGE 19
The Fund's advisory group is composed of
the following members: Martin G. Wade,
Christopher Alderson, Peter Askew, David
Boardman, Richard J. Bruce, Mark J.T.
Edwards, John R. Ford, Robert C. Howe,
James B.M. Seddon, Benedict R.F. Thomas,
and David J.L. Warren.
Shareholder Rights. All shares of the
Corporation have equal rights with regard
to voting, redemptions, dividends,
distributions, and liquidations.
Fractional shares have voting rights and
participate in any distributions and
dividends. Shareholders have no preemptive
or conversion rights; nor do they have
cumulative voting rights. When the Fund's
shares are issued, they are fully paid and
nonassessable. All shares of the
Corporation may be voted in the election or
removal of directors and on other matters
submitted to the vote of shareholders of
the Corporation. On matters affecting an
individual series of the Corporation, a
separate vote of the particular series is
required. The individual series of the
Corporation do not routinely hold annual
meetings of shareholders. However, if
shareholders representing at least 10% of
all votes of the Corporation entitled to be
cast so desire, they may call a special
meeting of shareholders of the Corporation
for the purpose of voting on the question
of the removal of any director(s). The
total authorized capital stock of the
Corporation consists of 1,000,000,000
shares, each having a par value of $.01.
As of December 31, 1993, there were 301,837
shareholders in the Fund and a total of
2,791,184 shareholders in the other 56 T.
Rowe Price Funds.
________________________ ___________________________________________
NAV, PRICING, AND Net Asset Value Per Share (NAV). The NAV
EFFECTIVE DATE per share, or share price, for the Fund is
normally determined as of 4:00 pm Eastern
Time (ET) each day the New York Stock
Exchange is open. The Fund's share price
PAGE 20
is calculated by subtracting its
liabilities from its total assets and
dividing the result by the total number of
shares outstanding. Among other things,
the Fund's liabilities include accrued
expenses and dividends payable, and its
total assets include portfolio securities
valued at market as well as income accrued
but not yet received.
Purchased shares are priced at that day's
If your order is received NAV if your request is received before 4:00
in good order before 4:00 pm ET in good order. (See Completing the
pm ET, you will receive New Account Form and Opening a New
that day's NAV. Account). If received later than 4:00 pm
ET, shares will be priced at the next
business day's NAV.
Redemptions are priced at that day's NAV
if your request is received before 4:00 pm
ET in good order at the transfer agent's
offices at T. Rowe Price Account Services,
P.O. Box 89000, Baltimore, MD 21289-0220.
If received after 4:00 pm ET, shares will
be priced at the next business day's NAV.
Also, we cannot accept requests which
specify a particular date for purchase or
redemption or which specify any special
conditions. If your redemption request
cannot be accepted, you will be notified
and given further instructions.
Exchanges are normally priced in the same
manner as purchases and redemptions.
However, if you are exchanging into a bond
or money fund and the release of your
exchange proceeds is delayed for the
allowable five business days (see Receiving
Your Proceeds), you will not begin to earn
dividends until the sixth business day
after the exchange.
The Fund reserves the right to change the
time at which purchases, redemptions, and
exchanges are priced if the New York Stock
PAGE 21
Exchange closes at a time other than 4:00
pm ET or an emergency exists.
________________________ ___________________________________________
RECEIVING YOUR PROCEEDS Redemption proceeds are mailed to the
address, or sent by wire or ACH transfer to
the bank account, designated on your New
Account Form. They are generally sent the
next business day after your redemption
request is received in good order.
Proceeds sent by bank wire should be
credited to your bank account the next
business day and proceeds sent by ACH
transfer should be credited the second day
after the sale. In addition, under unusual
conditions, or when deemed to be in the
best interests of the Fund, redemption
proceeds may not be sent for up to five
business days after your request is
received to allow for the orderly
liquidation of securities. Requests by
mail for wire redemptions (unless
previously authorized) must have a
signature guarantee.
________________________ ___________________________________________
DIVIDENDS AND The Fund distributes all net investment
DISTRIBUTIONS income and capital gains to shareholders.
Dividends from net investment income and
distributions from capital gains, if any,
are normally declared and paid in December.
Dividends and distributions declared by the
Fund will be reinvested unless you choose
an alternative payment option on the New
Account Form. Dividends not reinvested are
paid by check or transmitted to your bank
account via ACH. If the U.S. Postal
Service cannot deliver your check, or if
your check remains uncashed for six months,
the Fund reserves the right to reinvest
your distribution check in your account at
the then current NAV and to reinvest all
subsequent distributions in shares of the
Fund.
________________________ ___________________________________________
TAXES Dividends and Distributions. In January,
the Fund will mail you Form 1099-DIV
indicating the federal tax status of your
dividends and capital gain distributions.
PAGE 22
Form 1099-DIV will be Generally, dividends and distributions are
mailed to you in January. taxable in the year they are paid.
However, any dividends and distributions
paid in January but declared during the
prior three months are taxable in the year
they are declared. Dividends and
distributions are taxable to you regardless
of whether they are taken in cash or
reinvested. Dividends and short-term
capital gain distributions are taxable as
ordinary income; long-term capital gain
distributions are taxable as long-term
capital gains. The capital gain holding
period is determined by the length of time
the Fund has held the securities, not the
length of time you have owned Fund shares.
Foreign Transactions. Distributions
resulting from the sale of foreign
currencies and debt securities, to the
extent of foreign exchange gains, are taxed
as ordinary income or loss. If the Fund
pays nonrefundable taxes to foreign
governments during the year, the taxes will
reduce the Fund's dividends but will still
be included in your taxable income.
However, you may be able to claim an
offsetting credit or deduction on your tax
return for your portion of foreign taxes
paid by the Fund.
Shares Sold. A redemption or exchange of
Fund shares is treated as a sale for tax
purposes which will result in a short or
long-term capital gain or loss, depending
on how long you have owned the shares. In
January, the Fund will mail you Form 1099-B
indicating the trade date and proceeds from
all sales and exchanges.
Undistributed Income and Gains. At the
time of purchase, the share price of the
Fund may reflect undistributed income,
capital gains or unrealized appreciation of
securities. Any income or capital gains
from these amounts which are later
distributed to you are fully taxable.
PAGE 23
Corporations. The Fund's dividends will
not be eligible for the 70% deduction for
dividends received by corporations if, as
expected, none of the Fund's income
consists of dividends paid by U.S.
corporations.
Passive Foreign Investment Companies. The
Fund may purchase the securities of certain
foreign investment funds or trusts called
passive foreign investment companies.
Although the situation could change at any
time, such funds are the only or primary
means by which the Fund may invest in
Taiwan and India. In addition to bearing
their proportionate share of the fund's
expenses (management fees and operating
expenses) shareholders will also indirectly
bear similar expenses of such funds.
Capital gains on the sale of such holdings
will be deemed to be ordinary income
regardless of how long the Fund holds its
investment. In addition, the Fund may be
subject to corporate income tax and an
interest charge on certain dividends and
capital gains earned from these
investments, regardless of whether such
income and gains are distributed to
shareholders.
In accordance with tax regulations, the
Fund intends to treat these securities as
sold on the last day of the Fund's fiscal
year and recognize any gains for tax
purposes at that time; losses will not be
recognized. Such gains will be considered
ordinary income which the Fund will be
required to distribute even though it has
not sold the security and received cash to
pay such distributions.
Tax-Qualified Retirement Plans. Tax-
qualified retirement plans generally will
not be subject to federal tax liability on
either distributions from the Fund or
redemption of shares of the Fund. Rather,
participants in such plans will be taxed
PAGE 24
when they begin taking distributions from
the plans.
Tax Consequences of Hedging. Under
applicable tax law, the Fund may be
required to limit its gains from hedging in
foreign currency forwards, futures and
options. Although it is anticipated the
Fund will comply with such limits, the
extent to which these limits apply is
subject to tax regulations which have not
yet been issued. Hedging may also result
in the application of the mark-to-market
straddle provisions of the Internal Revenue
Code. These provisions could result in an
increase (or decrease) in the amount of
taxable dividends paid by the Fund as well
as affect whether dividends paid by the
Fund are classified as capital gains or
ordinary income.
________________________ ___________________________________________
MANAGEMENT OF THE FUND Investment Manager. Price-Fleming is
responsible for selection and management of
the Fund's portfolio investments. Price-
Fleming's U.S. office is located at 100
East Pratt Street, Baltimore, Maryland
21202.
Price-Fleming has offices Price-Fleming was incorporated in
in Baltimore, London, Maryland in 1979 as a joint venture between
Tokyo and Hong Kong. T. Rowe Price and Robert Fleming Holdings
Limited (Flemings). Flemings is a
diversified investment organization which
participates in a global network of
regional investment offices in New York,
London, Zurich, Geneva, Tokyo, Hong Kong,
Manila, Kuala Lumpur, South Korea, and
Taiwan.
T. Rowe Price was incorporated in
Maryland in 1947 as successor to the
investment counseling business founded by
the late Thomas Rowe Price, Jr., in 1937.
Flemings was incorporated in 1974 in the
United Kingdom as successor to the business
founded by Robert Fleming in 1873. As of
December 31, 1993, T. Rowe Price and its
PAGE 25
affiliates managed more than $41.4 billion
of assets and Flemings managed the U.S.
equivalent of approximately $45 billion.
Board of Directors. The management of the
Fund's business and affairs is the
responsibility of the Fund's Board of
Directors.
T. Rowe Price, Flemings, and Jardine
Fleming are owners of Price-Fleming. The
common stock of Price-Fleming is 50% owned
by a wholly-owned subsidiary of T. Rowe
Price, 25% by a subsidiary of Flemings and
25% by Jardine Fleming Group Limited
(Jardine Fleming). (Half of Jardine
Fleming is owned by Flemings and half by
Jardine Matheson Holdings Limited.) T.
Rowe Price has the right to elect a
majority of the board of directors of
Price-Fleming, and Flemings has the right
to elect the remaining directors, one of
whom will be nominated by Jardine Fleming.
Research and Administration. 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. Additional investment research
and administrative support for equity
investments is provided to Price-Fleming by
Fleming Investment Management Limited (FIM)
and Jardine Fleming Investment Holdings
Limited (JFIH) for which each receives from
Price-Fleming a fee of .075% of the market
value of all assets in equity accounts
under Price-Fleming's management. FIM and
JFIH are wholly-owned subsidiaries of
Flemings and Jardine Fleming, respectively.
Fleming International Fixed Interest
Management Limited (FIFIM) provides Price-
PAGE 26
Fleming additional investment research and
administrative support on fixed income
investments and receives from Price-Fleming
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. FIFIM is owned by Flemings.
Certain officers of Price-Fleming are
directors of FIFIM. JFIH 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.
Portfolio Transactions. Decisions with
respect to the purchase and sale of the
Fund's portfolio securities are made by
Price-Fleming. The Fund's Board of
Directors has authorized Price-Fleming to
utilize affiliates of Flemings and Jardine
Fleming in the capacity of broker in
connection with the execution of the Fund's
portfolio transactions if Price-Fleming
believes that doing so would result in an
economic advantage (in the form of lower
execution costs or otherwise) being
obtained by the Fund.
Investment Services. T. Rowe Price
Investment Services, Inc., a wholly-owned
subsidiary of T. Rowe Price, is the
distributor for this Fund as well as all
other T. Rowe Price Funds.
Transfer and Dividend Disbursing Agent,
Shareholder Servicing and Administrative.
TRP Services, a wholly-owned subsidiary of
T. Rowe Price, serves the Fund as transfer
and dividend disbursing agent. T. Rowe
Price Retirement Plan Services, Inc., a
wholly-owned subsidiary of T. Rowe Price,
performs subaccounting and recordkeeping
services for shareholder accounts in
certain retirement plans investing in the
Price Funds. T. Rowe Price calculates the
daily share price and maintains the
PAGE 27
portfolio and general accounting records of
the Fund. The address for TRP Services and
T. Rowe Price Retirement Plan Services,
Inc. is 100 East Pratt Street, Baltimore,
Maryland 21202.
________________________ ___________________________________________
EXPENSES AND MANAGEMENT The Fund bears all expenses of its
FEE operations other than those incurred by
Price-Fleming under its Investment
Management Agreement with Price-Fleming.
Fund expenses include: the management fee;
shareholder servicing fees and expenses;
custodian and accounting fees and expenses;
legal and auditing fees; expenses of
preparing and printing prospectuses and
shareholder reports; registration fees and
expenses; proxy and annual meeting
expenses, if any; and directors' fees and
expenses.
Management Fee. The Fund pays Price-
Fleming an investment management fee
consisting of an Individual Fund Fee and a
Group Fee. See Summary of Fund Fees and
Expenses for the Individual Fund Fee. The
Group Fee varies and is based on the
combined net assets of all mutual funds
sponsored and managed by Price-Fleming and
T. Rowe Price, excluding T. Rowe Price
Spectrum Fund, Inc., and any institutional
or private label mutual funds, and
distributed by T. Rowe Price Investment
Services, Inc.
The 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. The table
below shows the annual Group Fee rate at
various asset levels of the combined Price
Funds:
0.480% First 0.350% Next
$1 billion $2 billion
0.450% Next 0.340% Next
$1 billion $5 billion
0.420% Next 0.330% Next
PAGE 28
$1 billion $10 billion
0.390% Next 0.320% Next
$1 billion $10 billion
0.370% Next 0.310% Thereafter
$1 billion
0.360% Next
$2 billion
Based on combined Price Funds' assets of
approximately $34.7 billion at December 31,
1993, the Group Fee was 0.35%.
________________________ ___________________________________________
SHAREHOLDER SERVICES The following is a brief summary of
services available to shareholders in the
T. Rowe Price Funds, some of which may be
restricted or unavailable to retirement
plan accounts. You must authorize most of
these services on a New Account or
Shareholder Services Form. Services may be
modified or withdrawn at any time without
notice. Please verify all transactions on
your confirmation statements promptly after
receiving them. Any discrepancies must be
reported to Shareholder Services
immediately.
Automatic Asset Builder. You can have us
move $50 or more on the same day each month
from your bank account or invest $50 or
more from your paycheck into any T. Rowe
Price Fund.
Investor Services Discount Brokerage Service. You can trade
1-800-638-5660 stocks, bonds, options, CDs, Treasury
1-410-547-2308 Bills, and precious metals at substantial
savings through our Discount Brokerage
Service. Call Investor Services for more
information.
Exchange Service. You can move money from
one account to an existing identically
registered account or open a new
identically registered account. Remember
that, for tax purposes, an exchange is
treated as a redemption and a new purchase.
Exchanges into a state tax-free fund are
limited to investors residing in states
PAGE 29
where those funds are qualified for sale.
Some of the T. Rowe Price Funds may impose
a redemption fee of .50-2%, payable to such
Funds, on shares held for less than 12
months, or in some funds, six months.
Retirement Plans. For details on IRAs,
please call Investor Services. For details
on all other retirement plans, please call
our Trust Company at 1-800-492-7670.
Shareholder Telephone Services. The following services
Services are explained fully in the Services Guide,
1-800-225-5132 which is mailed to new T. Rowe Price
1-410-625-6500 investors. If you don't have a copy,
please call Shareholder Services. (All
telephone calls to Shareholder Services and
Investor Services are recorded in order to
protect you, the Fund, and its agents.)
24-Hour Service. Tele*Access(registered
trademark) provides information on
yields, prices, latest dividends, account
balances, and last transaction as well as
the ability to request prospectuses,
account forms, duplicate statements and
initiate purchase, redemption and
exchange orders (if you have established
Telephone Services). Just call 1-800-
638-2587 and press the appropriate codes
into your touch-tone phone.
PC*Access(registered trademark) provides
the same information as Tele*Access, but
on a personal computer.
Electronic Transfers. We offer three
free methods for purchasing or redeeming
Fund shares in amounts of $100 to
$100,000 through ACH transfers between
your bank checking and Fund accounts:
-- By calling Shareholder Services
during business hours (Tele-
Connect(registered trademark);
-- By touch-tone phone any day,
any time (Tele*Access);
PAGE 30
-- By personal computer any day,
any time (PC*Access).
If your bank checking and fund account
are not identically registered, you will
need a signature guarantee to establish
this service.
ACH: (Automated Clearing House) is an
automated method of initiating payments
from and receiving payments in your
financial institution account. ACH is a
payment system supported by over 20,000
credit unions, banks and savings banks
which electronically exchange the
transactions primarily through the
Federal Reserve Banks.
Wire Transfers. Wire transfers can be
processed through bank wires (a $5 charge
applies to redemption amounts under
$5,000, and your bank may charge you for
receiving wires). While this is usually
the quickest transfer method, the Fund
reserves the right to temporarily suspend
wires under unusual circumstances.
________________________ ___________________________________________
CONDITIONS OF YOUR Account Balance. If your account drops
PURCHASE below $1,000 for three months or more, the
Fund has the right to close your account,
after giving 60 days' notice, unless you
make additional investments to bring your
account value to $1,000 or more.
Broker-Dealers. Purchases or redemptions
through broker-dealers, banks, and other
institutions may be subject to service fees
imposed by those entities. No such fees
are charged by T. Rowe Price Investment
Services or the Fund if shares are
purchased or redeemed directly from the
Fund.
Excessive Trading and Exchange Limitations.
To protect Fund shareholders against
disruptions in portfolio management which
PAGE 31
might occur as a result of too frequent buy
and sell activity and to minimize Fund
expenses associated with such transaction
activity, the Fund prohibits excessive
trading in any account (or group of
accounts managed by the same person).
Within any 120 consecutive-day period,
investors may not exchange between Price
Funds more than twice or buy and sell the
Price Funds more than once, if the
transactions involve substantial assets or
a substantial portion of the assets in the
account or accounts. This policy is
applied on a multi-fund basis. Any
transactions above and beyond these
guidelines will be considered to be
excessive trading, and the investor may be
prohibited from making additional purchases
or exercising the exchange privilege.
This policy does not apply to exchanges
solely between, or purchases and sales
solely of, the Price Money Funds, nor does
it apply to simple redemptions from any
Fund.
Nonpayment. If your check, wire or ACH
transfer does not clear, or if payment is
not received for any telephone purchase,
the transaction will be cancelled and you
will be responsible for any loss the Fund
or Investment Services incurs. If you are
already a shareholder, the Fund can redeem
shares from any identically registered
account in this Fund or any other T. Rowe
Price Fund as reimbursement for any loss
incurred. You may be prohibited or
restricted from making future purchases in
any of the T. Rowe Price Funds.
U.S. Dollars. All purchases must be paid
for in U.S. dollars, and checks must be
drawn on U.S. banks.
Redemptions in Excess of $250,000.
Redemption proceeds are normally paid in
cash. However, if you redeem more than
PAGE 32
$250,000, or 1% of the Fund's net assets,
in any 90-day period, the Fund may in its
discretion: (1) pay the difference between
the redemption amount and the lesser of
these two figures with securities of the
Fund or (2) delay the transmission of your
proceeds for up to five business days after
your request is received.
Signature Guarantees. A signature
guarantee is designed to protect you and
the Fund by verifying your signature. You
will need one to:
(1) Establish certain services after the
account is opened.
(2) Redeem over $50,000 by written
request (unless you have authorized
Telephone Services).
(3) Redeem or exchange shares when
proceeds are: (i) being mailed to
an address other than the address of
record, (ii) made payable to other
than the registered owner(s), or
(iii) being sent to a bank account
other than the bank account listed
on your fund account.
(4) Transfer shares to another owner.
(5) Send us written instructions asking
us to wire redemption proceeds
(unless previously authorized).
(6) Establish Electronic Transfers when
your bank checking and fund account
are not identically registered.
These requirements may be waived or
modified in certain instances.
Acceptable guarantors are all eligible
guarantor institutions as defined by the
Securities Exchange Act of 1934 such as:
commercial banks which are FDIC members,
trust companies, firms which are members of
a domestic stock exchange, and foreign
branches of any of the above. We cannot
accept guarantees from institutions or
individuals who do not provide
PAGE 33
reimbursement in the case of fraud, such as
notaries public.
Telephone Exchange and Redemption.
Telephone exchange and redemption are
established automatically when you sign the
New Account Form unless you check the box
which states that you do not want these
services. The Fund uses reasonable
procedures (including shareholder identity
verification) to confirm that instructions
given by telephone are genuine. If these
procedures are not followed, it is the
opinion of certain regulatory agencies that
the Fund may be liable for any losses that
may result from acting on the instructions
given. All conversations are recorded, and
a confirmation is sent within five business
days after the telephone transaction.
Ten-Day Hold. The mailing of proceeds for
redemption requests involving any shares
purchased by personal, corporate or
government check, or ACH transfer is
generally subject to a 10-day delay to
allow the check or transfer to clear. The
10-day clearing period does not affect the
trade date on which your purchase or
redemption order is priced, or any
dividends and capital gain distributions to
which you may be entitled through the date
of redemption. If your redemption request
was sent by mail or mailgram, proceeds will
be mailed no later than the seventh
calendar day following receipt unless the
check or ACH transfer has not cleared. The
10-day hold does not apply to purchases
made by wire, Automatic Asset Builder-
Paycheck, or cashier's, treasurer's, or
certified checks.
The Fund and its agents reserve the right
to: (1) reject any purchase or exchange,
cancel any purchase due to nonpayment, or
reject any exchange or redemption where the
Fund has not received payment; (2) waive or
lower the investment minimums; (3) accept
PAGE 34
initial purchases by telephone or mailgram;
(4) waive the limit on subsequent purchases
by telephone; (5) reject any purchase or
exchange prior to receipt of the
confirmation statement; (6) redeem your
account (see Tax Identification Number);
(7) modify the conditions of purchase at
any time; and (8) reject any check not made
directly payable to the Fund or T. Rowe
Price (call Shareholder Services for more
information).
________________________ ___________________________________________
COMPLETING THE NEW Tax Identification Number. We must have
ACCOUNT FORM your correct social security or corporate
tax identification number and a signed New
Account Form or W-9 Form. Otherwise,
federal law requires the Fund to withhold a
You must provide your tax percentage (currently 31%) of your
ID number and sign the dividends, capital gain distributions, and
New Account Form. redemptions, and may subject you to an IRS
fine. You also will be prohibited from
opening another account by exchange. If
this information is not received within 60
days after your account is established,
your account may be redeemed, priced at the
NAV on the date of redemption.
Unless you otherwise request, one
shareholder report will be mailed to
multiple account owners with the same tax
identification number and same zip code and
to those shareholders who have requested
that their accounts be combined with
someone else's for financial reporting.
Account Registration. If you own other T.
Rowe Price Funds, make certain the
registration (name and account type) is
identical to your other funds for easy
exchange. Remember to sign the form
exactly as the name appears in the
registration section.
Services. By signing up for services on
the New Account Form, rather than after the
account is opened, you will avoid having to
complete a separate form and obtain a
PAGE 35
signature guarantee (see Conditions of Your
Purchase).
________________________ ___________________________________________
OPENING A NEW ACCOUNT Minimum initial investment: $2,500 ($1,000
for retirement
plans and gifts
or transfers to
minors
(UGMA/UTMA
accounts); $50
per month for
Automatic Asset
Builder
accounts--see
Shareholder
Services)
By Mail Send your New Account Form and
check to:
Checks payable to T. Rowe Regular Mail Mailgram,
Price Funds. Express,
Registered, or
Certified Mail
T. Rowe Price T. Rowe Price
Account Services Account Services
P.O. Box 17300 10090 Red Run
Baltimore, MD Boulevard
21298-9353 Owings Mills, MD
21117
___________________________________________
Investor Services By Wire Call Investor Services for an
1-800-638-5660 account number and use Wire Address
1-410-547-2308 below. Then, complete the New
Account Form and mail it to one of
the above addresses. (Not
applicable to retirement plans.)
Wire Address Morgan Guaranty
(to give to your Trust Company of
bank): New York
ABA #021000238
T. Rowe Price
(fund name)/
AC-00153938
Account name(s)
PAGE 36
and account
number
___________________________________________
Shareholder Services By Exchange Call Shareholder Services. The
1-800-225-5132 new account will have the same
1-410-625-6500 registration as the account
from which you are exchanging.
Services for the new account
may be carried over by
telephone request if
preauthorized on the existing
account. See Excessive Trading
and Exchange Limitations under
Conditions of Your Purchase.
___________________________________________
In Person Drop off your New Account Form
and obtain a receipt at a
T. Rowe Price Investor Center:
101 East T. Rowe Price
Lombard StreetFinancial Center
First Floor First Floor
Baltimore, MD 10090 Red Run
Boulevard
Owings Mills, MD
Farragut ARCO Tower
Square 31st Floor
First Floor 515 South
900 17th Flower Street
Street, NW Los Angeles,
Washington, CA
DC
________________________ ___________________________________________
PURCHASING ADDITIONAL Minimum: $100 ($50 for retirement plans
SHARES and Automatic Asset Builder)
By Wire Call Shareholder Services or
use the Wire Address in Opening
a New Account.
___________________________________________
By Mail Indicate your account number
and the Fund name on your
check. Mail it to us at the
address below with the stub
from a statement confirming a
prior transaction or a note
PAGE 37
stating that you want to
purchase shares in that Fund
and giving us the account
number.
T. Rowe Price Funds
Account Services
P.O. Box 89000
Baltimore, MD 21289-1500
___________________________________________
By ACH Use Tele*Access, PC*Access or
Transfer call Shareholder Services (if
you have established Telephone
Services) for ACH transfers.
___________________________________________
By Automatic Fill out the Automatic Asset
Asset Builder section on the New
Builder Account or Shareholder Services
Form.
___________________________________________
Minimum: $5,000
By Phone Call Shareholder Services.
________________________ ___________________________________________
EXCHANGING AND REDEEMING By Phone Call Shareholder Services. If
SHARES you find our phones busy during
unusually volatile markets,
please consider placing your
order by express mail,
mailgram, Tele*Access or
PC*Access. For exchange
policy, see Excessive Trading
and Exchange Limitations under
Conditions of Your Purchase.
Redemption proceeds can be
mailed, sent by ACH transfer,
or wired to your bank. The
Fund charges a $5.00 fee for
wire redemptions under $5,000,
subject to change without
notice. Your bank may also
charge you for receiving wires.
___________________________________________
Shareholder Services By Mail Indicate account name(s) and
1-800-225-5132 numbers, fund name(s), and
1-410-625-6500 exchange or redemption amount.
For exchanges, indicate the
PAGE 38
accounts you are exchanging
from and to along with the
amount. We require the
signature of all owners exactly
as registered, and possibly a
signature guarantee (see
Signature Guarantees under
Conditions of Your Purchase).
Note: Distributions from
T. Rowe Price Trust retirement accounts, including
Company IRAs, must be in writing.
1-800-492-7670 Please call Shareholder
1-410-625-6585 Services to obtain an IRA
Distribution Request Form. For
employer-sponsored retirement
accounts, call T. Rowe Price
Trust Company or your plan
administrator for instructions.
Shareholders holding previously
issued certificates must
conduct transactions by mail.
If you lose a stock
certificate, you may incur an
expense to replace it. Call
Shareholder Services for
further information.
Mailing addresses:
Regular Mail Mailgram,
Express,
Registered, or
Certified Mail
Non-Retirement
and IRA
Accounts All Accounts
T. Rowe Price T. Rowe Price
Account ServicesAccount
P.O. Box 89000 Services
Baltimore, MD 10090 Red Run
21289-0220 Boulevard
Owings Mills,
MD 21117
PAGE 39
Employer-Sponsored
Retirement Accounts
T. Rowe Price Trust Company
P.O. Box 89000
Baltimore, MD 21289-0300
PAGE 40
Prospectus
To Open an Account:
Investor Services T. Rowe Price International
1-800-638-5660 Stock FundR
547-2308 in Baltimore
Yields & Prices: May 1, 1994
Tele*AccessR
24 hours, 7 days a week
1-800-638-2587
625-7676 in Baltimore
Existing Account:
Shareholder Services
1-800-225-5132
625-6500 in Baltimore
Investor Centers:
101 East Lombard Street
First Floor
Baltimore, Maryland
Farragut Square
First Floor
900 17th Street, NW
Washington, DC
T. Rowe Price Financial Center
First Floor
10090 Red Run Boulevard
Owings Mills, Maryland
ARCO Tower
31st Floor
515 South Flower Street
Los Angeles, California
T. ROWE PRICE
Invest With ConfidenceR
PAGE 140
STATEMENT OF ADDITIONAL INFORMATION
T. Rowe Price International Funds, Inc. (the "Corporation")
International Stock Fund
(the "Fund")
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Fund's prospectus dated May 1, 1994, which may
be obtained from T. Rowe Price Investment Services, Inc., 100 East Pratt
Street, Baltimore, Maryland 21202.
The date of this Statement of Additional Information is May 1, 1994.
PAGE 141
TABLE OF CONTENTS
Page Page
Call and Put Options . . . . . . Investment Objective and Policies . .
Capital Stock. . . . . . . . . . Investment Performance. . . . . . . .
Custodian. . . . . . . . . . . . Investment Program. . . . . . . . . .
Dealer Options . . . . . . . . . (page __ in Prospectus)
Distributor for Fund . . . . . . Investment Restrictions . . . . . . .
Dividends. . . . . . . . . . . . Legal Counsel . . . . . . . . . . . .
Federal and State Registration Lending of Portfolio Securities . . .
of Shares . . . . . . . . . . . Management of Fund. . . . . . . . . .
Foreign Currency Transactions. . Net Asset Value Per Share . . . . . .
Foreign Futures and Options. . . Portfolio Transactions. . . . . . . .
Futures Contracts. . . . . . . . Pricing of Securities . . . . . . . .
Hybrid Commodity and Security Principal Holders of Securities . . .
Instruments . . . . . . . . . . Repurchase Agreements . . . . . . . .
Illiquid Securities. . . . . . . Risk Factors of Foreign Investing . .
Independent Accountants. . . . . Tax Status. . . . . . . . . . . . . .
Investment Management Services . (pages __ and __ in Prospectus)
(pages __ and __ in Prospectus) Taxation of Foreign Shareholders. . .
Investment Objective . . . . . .
(page __ in Prospectus)
INVESTMENT OBJECTIVE AND POLICIES
The following information supplements the discussion of the Fund's
investment objective and policies discussed on pages __ and __ through __ of
the prospectus. Unless otherwise specified, the investment program and
restrictions of the Fund are not fundamental policies. The operating policies
of the Fund are subject to change by its Board of Directors without
shareholder approval. However, shareholders will be notified of a material
change in an operating policy. The fundamental policies of the Fund may not
be changed without the approval of at least a majority of the outstanding
shares of the Fund or, if it is less, 67% of the shares represented at a
meeting of shareholders at which the holders of 50% or more of the shares are
represented.
INVESTMENT OBJECTIVE
The Fund's investment objective is long-term growth of capital by
investing primarily in the common stocks of established, non-U.S. companies.
The Fund's investment manager, Rowe Price-Fleming International, Inc.
("Price-Fleming"), one of America's largest managers of no-load international
mutual fund assets, regularly analyzes a broad range of international equity
and fixed income markets in order to assess the degree of risk and level of
return that can be expected from each market. Based upon its current
assessment, Price-Fleming believes long-term growth of capital may be achieved
by investing in marketable securities of non-United States companies which
have the potential for growth of capital. Of course, there can be no
assurance that Price-Fleming's forecasts of expected return will be reflected
in the actual returns achieved by the Fund.
PAGE 142
The Fund's share price will fluctuate with market, economic and foreign
exchange conditions, and your investment may be worth more or less when
redeemed than when purchased. The Fund should not be relied upon as a
complete investment program, nor used to play short-term swings in the stock
or foreign exchange markets. The Fund is subject to risks unique to
international investing. See discussion under "Risk Factors of Foreign
Investing" below. Further, there is no assurance that the favorable trends
discussed below will continue, and the Fund cannot guarantee it will achieve
its objective.
RISK FACTORS
Risk Factors of Foreign Investing
There are special risks in investing in a Fund. Certain of these risks
are inherent in any international mutual fund while others relate more to the
countries in which the Fund will invest. Many of the risks are more
pronounced for investments in developing or emerging countries, such as many
of the countries of Southeast Asia, Latin America, Eastern Europe and the
Middle East. Although there is no universally accepted definition, a
developing country is generally considered to be a country which is in the
initial stages of its industrialization cycle with a per capita gross national
product of less than $8,000.
General. Investors should understand that all investments have a risk
factor. There can be no guarantee against loss resulting from an investment
in the Fund, and there can be no assurance that the Fund's investment policies
will be successful, or that its investment objectives will be attained. The
Fund is designed for individual and institutional investors seeking to
diversify beyond the United States in actively researched and managed
portfolios, and are intended for long-term investors who can accept the risks
entailed in investment in foreign securities.
Political and Economic Factors. Individual foreign economies of
certain countries may differ favorably or unfavorably from the United States'
economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. The internal politics of certain foreign countries are not
as stable as in the United States. For example, in 1991, the existing
government in Thailand was overthrown in a military coup. In 1992, there were
two military coup attempts in Venezuela and in 1992 the President of Brazil
was impeached. In addition, significant external political risks currently
affect some foreign countries. Both Taiwan and China still claim sovereignty
of one another and there is a demilitarized border between North and South
Korea.
Governments in certain foreign countries continue to participate to a
significant degree, through ownership interest or regulation, in their
respective economies. Action by these governments could have a significant
effect on market prices of securities and payment of dividends. The economies
of many foreign countries are heavily dependent upon international trade and
are accordingly affected by protective trade barriers and economic conditions
of their trading partners. The enactment by these trading partners of
protectionist trade legislation could have a significant adverse effect upon
the securities markets of such countries.
PAGE 143
Currency Fluctuations. The Fund will invest in securities denominated
in the currencies specified elsewhere herein. Accordingly, a change in the
value of any such currency against the U.S. dollar will result in a
corresponding change in the U.S. dollar value of the Fund's assets denominated
in that currency. Such changes will also affect the Fund's income.
Generally, when a given currency appreciates against the dollar (the dollar
weakens) the value of the Fund's securities denominated in that currency will
rise. When a given currency depreciates against the dollar (the dollar
strengthens) the value of the Fund's securities denominated in that currency
would be expected to decline.
Investment and Repatriation of Restrictions. Foreign investment in the
securities markets of certain foreign countries is restricted or controlled in
varying degrees. These restrictions may limit at times and preclude
investment in certain of such countries and may increase the cost and expenses
of the Fund. Investments by foreign investors are subject to a variety of
restrictions in many developing countries. These restrictions may take the
form of prior governmental approval, limits on the amount or type of
securities held by foreigners, and limits on the types of companies in which
foreigners may invest. Additional or different restrictions may be imposed at
any time by these or other countries in which the Fund invests. In addition,
the repatriation of both investment income and capital from several foreign
countries is restricted and controlled under certain regulations, including in
some cases the need for certain government consents. For example, capital
invested in Chile normally cannot be repatriated for one year.
Market Characteristics. It is contemplated that most foreign
securities, other than Latin American securities, will be purchased in
over-the-counter markets or on stock exchanges located in the countries in
which the respective principal offices of the issuers of the various
securities are located, if that is the best available market. Currently, it
is anticipated that many Latin American investments will be made through ADRs
traded in the United States. Foreign stock markets are generally not as
developed or efficient as, and may be more volatile than, those in the United
States. While growing in volume, they usually have substantially less volume
than U.S. markets and the Fund's portfolio securities may be less liquid and
subject to more rapid and erratic price movements than securities of
comparable U.S. companies. Equity securities may trade at price/earnings
multiples higher than comparable United States securities and such levels may
not be sustainable. Fixed commissions on foreign stock exchanges are
generally higher than negotiated commissions on United States exchanges,
although the Fund will endeavor to achieve the most favorable net results on
their portfolio transactions. There is generally less government supervision
and regulation of foreign stock exchanges, brokers and listed companies than
in the United States. Moreover, settlement practices for transactions in
foreign markets may differ from those in United States markets. Such
differences may include delays beyond periods customary in the United States
and practices, such as delivery of securities prior to receipt of payment,
which increase the likelihood of a "failed settlement." Failed settlements
can result in losses to the Fund.
Investment Funds. The Fund may invest in investment funds which have
been authorized by the governments of certain countries specifically to permit
foreign investment in securities of companies listed and traded on the stock
exchanges in these respective countries. The Fund's investment in these funds
is subject to the provisions of the 1940 Act discussed on pages __ and __. If
PAGE 144
the Fund invests in such investment funds, the Fund's shareholders will bear
not only their proportionate share of the expenses of the Fund (including
operating expenses and the fees of the investment manager), but also will bear
indirectly similar expenses of the underlying investment funds. In addition,
the securities of these investment funds may trade at a premium over their net
asset value.
Information and Supervision. There is generally less publicly
available information about foreign companies comparable to reports and
ratings that are published about companies in the United States. Foreign
companies are also generally not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to United States companies. It also may be more difficult to keep
currently informed of corporate actions which affect the prices of portfolio
securities.
Taxes. The dividends and interest payable on certain of the Fund's
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the net amount of income available for distribution to the Fund's
shareholders. A shareholder otherwise subject to United States federal income
taxes may, subject to certain limitations, be entitled to claim a credit or
deduction for U.S. federal income tax purposes for his or her proportionate
share of such foreign taxes paid by the Fund. (See "Tax Status," page __.)
Costs. Investors should understand that the expense ratios of the Fund
can be expected to be higher than investment companies investing in domestic
securities since the cost of maintaining the custody of foreign securities and
the rate of advisory fees paid by the Fund are higher.
Small Companies. Small companies may have less experienced management
and fewer management resources than larger firms. A smaller company may have
greater difficulty obtaining access to capital markets, and may pay more for
the capital it obtains. In addition, smaller companies are more likely to be
involved in fewer market segments, making them more vulnerable to any downturn
in a given segment. Some of these factors may also apply, to a lesser extent,
to medium size companies. Some of the smaller companies in which the Fund
will invest may be in major foreign markets; others may be leading companies
in emerging countries outside the major foreign markets. Securities analysts
generally do not follow such securities, which are seldom held outside of
their respective countries and which may have prospects for long-term
investment returns superior to the securities of well-established and well-
known companies. Direct investment in such securities may be difficult for
United States investors because, among other things, information relating to
such securities is often not readily available. Of course, there are also
risks associated with such investments, and there is no assurance that such
prospects will be realized.
Other. With respect to certain foreign countries, especially
developing and emerging ones, there is the possibility of adverse changes in
investment or exchange control regulations, expropriation or confiscatory
taxation, limitations on the removal of funds or other assets of the Fund,
political or social instability, or diplomatic developments which could affect
investments by U.S. persons in those countries.
Eastern Europe and Russia. Changes occurring in Eastern Europe and
Russia today could have long-term potential consequences. As restrictions
PAGE 145
fall, this could result in rising standards of living, lower manufacturing
costs, growing consumer spending, and substantial economic growth. However,
investment in the countries of Eastern Europe and Russia is highly speculative
at this time. Political and economic reforms are too recent to establish a
definite trend away from centrally-planned economies and state owned
industries. In many of the countries of Eastern Europe and Russia, there is
no stock exchange or formal market for securities. Such countries may also
have government exchange controls, currencies with no recognizable market
value relative to the established currencies of western market economies,
little or no experience in trading in securities, no financial reporting
standards, a lack of a banking and securities infrastructure to handle such
trading, and a legal tradition which does not recognize rights in private
property. In addition, these countries may have national policies which
restrict investments in companies deemed sensitive to the country's national
interest. Further, the governments in such countries may require governmental
or quasi-governmental authorities to act as custodian of the Fund's assets
invested in such countries and these authorities may not qualify as a foreign
custodian under the Investment Company Act of 1940 and exemptive relief from
such Act may be required. All of these considerations are among the factors
which could cause significant risks and uncertainties to investment in Eastern
Europe and Russia. The Fund will only invest in a company located in, or a
government of, Eastern Europe and Russia, if it believes the potential return
justifies the risk. To the extent any securities issued by companies in
Eastern Europe and Russia are considered illiquid, the Fund will be required
to include such securities within its 10% restriction on investing in illiquid
securities.
INVESTMENT PROGRAM
It is the present intention of Price-Fleming to invest in companies
based in (or governments of or within) the Far East (for example, Japan, Hong
Kong, Singapore, and Malaysia), Western Europe (for example, United Kingdom,
Germany, Netherlands, France, Spain, and Switzerland), South Africa,
Australia, Canada, and such other areas and countries as Price-Fleming may
determine from time to time.
In determining the appropriate distribution of investments among
various countries and geographic regions, Price-Fleming ordinarily considers
the following factors: prospects for relative economic growth between foreign
countries; expected levels of inflation; government policies influencing
business conditions; the outlook for currency relationships; and the range of
individual investment opportunities available to international investors.
In analyzing companies for investment, Price-Fleming ordinarily looks
for one or more of the following characteristics: an above-average earnings
growth per share; high return on invested capital; healthy balance sheet;
sound financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; efficient service; pricing flexibility; strength of management; and
general operating characteristics which will enable the companies to compete
successfully in their market place. While current dividend income is not a
prerequisite in the selection of portfolio companies, the companies in which
the Fund invests normally will have a record of paying dividends, and will
generally be expected to increase the amounts of such dividends in future
years as earnings increase.
PAGE 146
It is expected that the Fund's investments will ordinarily be traded on
exchanges located at least in the respective countries in which the various
issuers of such securities are principally based.
Today, more investment opportunities may exist abroad than in the U.S.
In 1970, over one-half of the world's equity capitalization (the total market
value of the world's equity securities traded on stock exchanges) was
attributable to U.S. securities. Now practically the opposite is true. And
over the last ten years, the EAFE Index, a widely accepted index of European,
Australian and Far Eastern equity securities, has outperformed the Standard &
Poor's 500 Index. Although the EAFE Index may not be representative of the
Fund's portfolio, Price-Fleming believes it may be a useful indicator of the
opportunities in foreign equity investing.
Types of Securities
In addition to the investments described in the Fund's prospectus, the
Fund may invest in the following:
Illiquid or Restricted Securities
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 (the "1933 Act").
Where registration is required, the Fund may be obligated to pay all or part
of the registration expenses and a considerable period may elapse between the
time of the decision to sell and the time the Fund may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell. Restricted securities
will be priced at fair value as determined in accordance with procedures
prescribed by the Fund's Board of Directors/Trustees. If through the
appreciation of illiquid securities or the depreciation of liquid securities,
the Fund should be in a position where more than 15% of the value of its net
assets are invested in illiquid assets, including restricted securities, the
Fund will take appropriate steps to protect liquidity.
Notwithstanding the above, the Fund may purchase securities which,
while privately placed, are eligible for purchase and sale under Rule 144A
under the 1933 Act. This rule permits certain qualified institutional buyers,
such as the Fund, to trade in privately placed securities even though such
securities are not registered under the 1933 Act. Price-Fleming under the
supervision of the Fund's Board of Directors/Trustees, will consider whether
securities purchased under Rule 144A are illiquid and thus subject to the
Fund's restriction of investing no more than 15% of its assets in illiquid
securities. A determination of whether a Rule 144A security is liquid or not
is a question of fact. In making this determination, Price-Fleming will
consider the trading markets for the specific security taking into account the
unregistered nature of a Rule 144A security. In addition, Price-Fleming could
consider the (1) frequency of trades and quotes, (2) number of dealers and
potential purchases, (3) dealer undertakings to make a market, and (4) the
nature of the security and of marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). The liquidity of Rule 144A securities would be monitored, and if
as a result of changed conditions it is determined that a Rule 144A security
PAGE 147
is no longer liquid, the Fund's holdings of illiquid securities would be
reviewed to determine what, if any, steps are required to assure that the Fund
does not invest more than 15% of its assets in illiquid securities. Investing
in Rule 144A securities could have the effect of increasing the amount of the
Fund's assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
There are, of course, other types of securities that are, or may become
available, which are similar to the foregoing and the Fund may invest in these
securities.
Hybrid Instruments
Hybrid Instruments have recently been developed and combine the
elements of futures contracts or options with those of debt, preferred equity
or a depository instrument (hereinafter "Hybrid Instruments"). Often these
Hybrid Instruments are indexed to the price of a commodity, particular
currency, or a domestic or foreign debt or equity securities index. Hybrid
Instruments may take a variety of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption terms determined
by reference to the value of a currency or commodity or securities index at a
future point in time, preferred stock with dividend rates determined by
reference to the value of a currency, or convertible securities with the
conversion terms related to a particular commodity.
The risks of investing in Hybrid Instruments reflect a combination of
the risks from investing in securities, options, futures and currencies,
including volatility and lack of liquidity. Reference is made to the
discussion of futures, options, and forward contracts herein for a discussion
of these risks. Further, the prices of the Hybrid Instrument and the related
commodity or currency may not move in the same direction or at the same time.
Hybrid Instruments may bear interest or pay preferred dividends at below
market (or even relatively nominal) rates. Alternatively, Hybrid Instruments
may bear interest at above market rates but bear an increased risk of
principal loss (or gain). In addition, because the purchase and sale of
Hybrid Instruments could take place in an over-the-counter market or in a
private transaction between the Fund and the seller of the Hybrid Instrument,
the creditworthiness of the contra party to the transaction would be a risk
factor which the Fund would have to consider. Hybrid Instruments also may not
be subject to regulation of the Commodities Futures Trading Commission
("CFTC"), which generally regulates the trading of commodity futures by U.S.
persons, the SEC, which regulates the offer and sale of securities by and to
U.S. persons, or any other governmental regulatory authority.
When-Issued Securities and Forward Commitment Contracts
The Fund may purchase securities on a "when-issued" or delayed delivery
basis ("When-Issueds") and may purchase securities on a forward commitment
basis ("Forwards"). The Fund may invest without limitation in When-Issueds
and Forwards. The price of such securities, which may be expressed in yield
terms, is fixed at the time the commitment to purchase is made, but delivery
and payment take place at a later date. Normally, the settlement date occurs
within 90 days of the purchase for When-Issueds, but may be substantially
longer for Forwards. During the period between purchase and settlement, no
payment is made by the Fund to the issuer and no interest accrues to the Fund.
The purchase of these securities will result in a loss if their value declines
PAGE 148
prior to the settlement date. This could occur, for example, if interest
rates increase prior to settlement. The longer the period between purchase
and settlement, the greater the risks are. At the time the Fund makes the
commitment to purchase these securities, it will record the transaction and
reflect the value of the security in determining its net asset value. The
Fund will cover these securities by maintaining cash and/or liquid, high-grade
debt securities with its custodian bank equal in value to commitments for them
during the time between the purchase and the settlement. Therefore, the
longer this period, the longer the period during which alternative investment
options are not available to the Fund (to the extent of the securities used
for cover). Such securities either will mature or, if necessary, be sold on
or before the settlement date.
To the extent the Fund remains fully or almost fully invested (in
securities with a remaining maturity of more than one year) at the same time
it purchases these securities, there will be greater fluctuations in the
Fund's net asset value than if the Fund did not purchase them.
PORTFOLIO MANAGEMENT PRACTICES
Lending of Portfolio Securities
For the purpose of realizing additional income, the Fund may make
secured loans of portfolio securities amounting to not more than 33 1/3% of
its total assets. This policy is a fundamental policy. Securities loans are
made to broker-dealers or institutional investors or other persons, pursuant
to agreements requiring that the loans be continuously secured by collateral
at least equal at all times to the value of the securities lent marked to
market on a daily basis. The collateral received will consist of cash, U.S.
government securities, letters of credit or such other collateral as may be
permitted under its investment program. While the securities are being lent,
the Fund will continue to receive the equivalent of the interest or dividends
paid by the issuer on the securities, as well as interest on the investment of
the collateral or a fee from the borrower. The Fund has a right to call each
loan and obtain the securities on five business days' notice or, in connection
with securities trading on foreign markets, within such longer period of time
which coincides with the normal settlement period for purchases and sales of
such securities in such foreign markets. The Fund will not have the right to
vote securities while they are being lent, but it will call a loan in
anticipation of any important vote. The risks in lending portfolio
securities, as with other extensions of secured credit, consist of possible
delay in receiving additional collateral or in the recovery of the securities
or possible loss of rights in the collateral should the borrower fail
financially. Loans will only be made to firms deemed by Price-Fleming to be
of good standing and will not be made unless, in the judgment of Price-
Fleming, the consideration to be earned from such loans would justify the
risk.
Other Lending/Borrowing
Subject to approval by the Securities and Exchange Commission and certain
state regulatory agencies, the Fund may make loans to, or borrow funds from,
other mutual funds sponsored or advised by T. Rowe Price or Price-Fleming
(collectively, "Price Funds"). The Fund has no current intention of engaging
in these practices at this time.
PAGE 149
Repurchase Agreements
The Fund may enter into a repurchase agreement through which an
investor (such as the Fund) purchases a security (known as the "underlying
security") from a well-established securities dealer or a bank that is a
member of the Federal Reserve System. Any such dealer or bank will be on
Price-Fleming's approved list and have a credit rating with respect to its
short-term debt of at least A1 by Standard & Poor's Corporation, P1 by Moody's
Investors Service, Inc., or the equivalent rating by Price-Fleming. At that
time, the bank or securities dealer agrees to repurchase the underlying
security at the same price, plus specified interest. Repurchase agreements
are generally for a short period of time, often less than a week. Repurchase
agreements which do not provide for payment within seven days will be treated
as illiquid securities. The Fund will only enter into repurchase agreements
where (i) the underlying securities are of the type (excluding maturity
limitations) which the Fund's investment guidelines would allow it to purchase
directly, (ii) the market value of the underlying security, including interest
accrued, will be at all times equal to or exceed the value of the repurchase
agreement, and (iii) payment for the underlying security is made only upon
physical delivery or evidence of book-entry transfer to the account of the
custodian or a bank acting as agent. In the event of a bankruptcy or other
default of a seller of a repurchase agreement, the Fund could experience both
delays in liquidating the underlying security and losses, including: (a)
possible decline in the value of the underlying security during the period
while the Fund seeks to enforce its rights thereto; (b) possible subnormal
levels of income and lack of access to income during this period; and
(c) expenses of enforcing its rights.
Options
Writing Covered Call Options
The Fund may write (sell) American or European style "covered" call
options and purchase options to close out options previously written by a
Fund. In writing covered call options, the Fund expects to generate
additional premium income which should serve to enhance the Fund's total
return and reduce the effect of any price decline of the security or currency
involved in the option. Covered call options will generally be written on
securities or currencies which, in Price-Fleming's opinion, are not expected
to have any major price increases or moves in the near future but which, over
the long term, are deemed to be attractive investments for the Fund.
A call option gives the holder (buyer) the "right to purchase" a
security or currency at a specified price (the exercise price) at expiration
of the option (European style) or at any time until a certain date (the
expiration date) (American style). So long as the obligation of the writer of
a call option continues, he may be assigned an exercise notice by the broker-
dealer through whom such option was sold, requiring him to deliver the
underlying security or currency against payment of the exercise price. This
obligation terminates upon the expiration of the call option, or such earlier
time at which the writer effects a closing purchase transaction by
repurchasing an option identical to that previously sold. To secure his
obligation to deliver the underlying security or currency in the case of a
call option, a writer is required to deposit in escrow the underlying security
PAGE 150
or currency or other assets in accordance with the rules of a clearing
corporation.
The Fund will write only covered call options. This means that the
Fund will own the security or currency subject to the option or an option to
purchase the same underlying security or currency, having an exercise price
equal to or less than the exercise price of the "covered" option, or will
establish and maintain with its custodian for the term of the option, an
account consisting of cash, U.S. government securities or other liquid high-
grade debt obligations having a value equal to the fluctuating market value of
the optioned securities or currencies.
Portfolio securities or currencies on which call options may be written
will be purchased solely on the basis of investment considerations consistent
with the Fund's investment objective. The writing of covered call options is
a conservative investment technique believed to involve relatively little risk
(in contrast to the writing of naked or uncovered options, which the Fund will
not do), but capable of enhancing the Fund's total return. When writing a
covered call option, a Fund, in return for the premium, gives up the
opportunity for profit from a price increase in the underlying security or
currency above the exercise price, but conversely retains the risk of loss
should the price of the security or currency decline. Unlike one who owns
securities or currencies not subject to an option, the Fund has no control
over when it may be required to sell the underlying securities or currencies,
since it may be assigned an exercise notice at any time prior to the
expiration of its obligation as a writer. If a call option which the Fund has
written expires, the Fund will realize a gain in the amount of the premium;
however, such gain may be offset by a decline in the market value of the
underlying security or currency during the option period. If the call option
is exercised, the Fund will realize a gain or loss from the sale of the
underlying security or currency. The Fund does not consider a security or
currency covered by a call to be "pledged" as that term is used in the Fund's
policy which limits the pledging or mortgaging of its assets.
The premium received is the market value of an option. The premium the
Fund will receive from writing a call option will reflect, among other things,
the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price
volatility of the underlying security or currency, and the length of the
option period. Once the decision to write a call option has been made, Price-
Fleming, in determining whether a particular call option should be written on
a particular security or currency, will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary market will
exist for those options. The premium received by the Fund for writing covered
call options will be recorded as a liability of the Fund. This liability will
be adjusted daily to the option's current market value, which will be the
latest sale price at the time at which the net asset value per share of the
Fund is computed (close of the New York Stock Exchange), or, in the absence of
such sale, the latest asked price. The option will be terminated upon
expiration of the option, the purchase of an identical option in a closing
transaction, or delivery of the underlying security or currency upon the
exercise of the option.
Closing transactions will be effected in order to realize a profit on
an outstanding call option, to prevent an underlying security or currency from
being called, or, to permit the sale of the underlying security or currency.
PAGE 151
Furthermore, effecting a closing transaction will permit the Fund to write
another call option on the underlying security or currency with either a
different exercise price or expiration date or both. If the Fund desires to
sell a particular security or currency from its portfolio on which it has
written a call option, or purchased a put option, it will seek to effect a
closing transaction prior to, or concurrently with, the sale of the security
or currency. There is, of course, no assurance that the Fund will be able to
effect such closing transactions at favorable prices. If the Fund cannot
enter into such a transaction, it may be required to hold a security or
currency that it might otherwise have sold. When the Fund writes a covered
call option, it runs the risk of not being able to participate in the
appreciation of the underlying securities or currencies above the exercise
price, as well as the risk of being required to hold on to securities or
currencies that are depreciating in value. This could result in higher
transaction costs. The Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
Call options written by the Fund will normally have expiration dates of
less than nine months from the date written. The exercise price of the
options may be below, equal to, or above the current market values of the
underlying securities or currencies at the time the options are written. From
time to time, the Fund may purchase an underlying security or currency for
delivery in accordance with an exercise notice of a call option assigned to
it, rather than delivering such security or currency from its portfolio. In
such cases, additional costs may be incurred.
The Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market
price of a call option will generally reflect increases in the market price of
the underlying security or currency, any loss resulting from the repurchase of
a call option is likely to be offset in whole or in part by appreciation of
the underlying security or currency owned by the Fund.
In order to comply with the requirements of several states, the Fund
will not write a covered call option if, as a result, the aggregate market
value of all portfolio securities or currencies covering call or put options
exceeds 25% of the market value of the Fund's net assets. Should these state
laws change or should the Fund obtain a waiver of its application, the Fund
reserves the right to increase this percentage. In calculating the 25% limit,
the Fund will offset, against the value of assets covering written calls and
puts, the value of purchased calls and puts on identical securities or
currencies with identical maturity dates.
Writing Covered Put Options
The Fund may write American or European style covered put options and
purchase options to close out options previously written by the Fund. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) has the obligation to buy, the underlying security or currency at the
exercise price during the option period (American style) or at the expiration
of the option (European style). So long as the obligation of the writer
continues, he may be assigned an exercise notice by the broker-dealer through
whom such option was sold, requiring him to make payment of the exercise price
PAGE 152
against delivery of the underlying security or currency. The operation of put
options in other respects, including their related risks and rewards, is
substantially identical to that of call options.
The Fund would write put options only on a covered basis, which means
that the Fund would maintain in a segregated account cash, U.S. government
securities or other liquid high-grade debt obligations in an amount not less
than the exercise price or the Fund will own an option to sell the underlying
security or currency subject to the option having an exercise price equal to
or greater than the exercise price of the "covered" option at all times while
the put option is outstanding. (The rules of a clearing corporation currently
require that such assets be deposited in escrow to secure payment of the
exercise price.) The Fund would generally write covered put options in
circumstances where Price-Fleming wishes to purchase the underlying security
or currency for the Fund's portfolio at a price lower than the current market
price of the security or currency. In such event the Fund would write a put
option at an exercise price which, reduced by the premium received on the
option, reflects the lower price it is willing to pay. Since the Fund would
also receive interest on debt securities or currencies maintained to cover the
exercise price of the option, this technique could be used to enhance current
return during periods of market uncertainty. The risk in such a transaction
would be that the market price of the underlying security or currency would
decline below the exercise price less the premiums received. Such a decline
could be substantial and result in a significant loss to the Fund. In
addition, the Fund, because it does not own the specific securities or
currencies which it may be required to purchase in exercise of the put, cannot
benefit from appreciation, if any, with respect to such specific securities or
currencies. In order to comply with the requirements of several states, the
Fund will not write a covered put option if, as a result, the aggregate market
value of all portfolio securities or currencies covering put or call options
exceeds 25% of the market value of the Fund's net assets. Should these state
laws change or should the Fund obtain a waiver of its application, the Fund
reserves the right to increase this percentage. In calculating the 25% limit,
the Fund will offset, against the value of assets covering written puts and
calls, the value of purchased puts and calls on identical securities or
currencies with identical maturity dates.
Purchasing Put Options
The Fund may purchase American or European style put options. As the
holder of a put option, the Fund has the right to sell the underlying security
or currency at the exercise price at any time during the option period
(American style) or at the expiration of the option (European style). The
Fund may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire. The Fund may purchase put options for
defensive purposes in order to protect against an anticipated decline in the
value of its securities or currencies. An example of such use of put options
is provided below.
The Fund may purchase a put option on an underlying security or
currency (a "protective put") owned by the Fund as a defensive technique in
order to protect against an anticipated decline in the value of the security
or currency. Such hedge protection is provided only during the life of the
put option when the Fund, as the holder of the put option, is able to sell the
underlying security or currency at the put exercise price regardless of any
decline in the underlying security's market price or currency's exchange
PAGE 153
value. For example, a put option may be purchased in order to protect
unrealized appreciation of a security or currency where Price-Fleming deems it
desirable to continue to hold the security or currency because of tax
considerations. The premium paid for the put option and any transaction costs
would reduce any capital gain otherwise available for distribution when the
security or currency is eventually sold.
The Fund may also purchase put options at a time when the Fund does not
own the underlying security or currency. By purchasing put options on a
security or currency it does not own, the Fund seeks to benefit from a decline
in the market price of the underlying security or currency. If the put option
is not sold when it has remaining value, and if the market price of the
underlying security or currency remains equal to or greater than the exercise
price during the life of the put option, the Fund will lose its entire
investment in the put option. In order for the purchase of a put option to be
profitable, the market price of the underlying security or currency must
decline sufficiently below the exercise price to cover the premium and
transaction costs, unless the put option is sold in a closing sale
transaction.
To the extent required by the laws of certain states, the Fund may not
be permitted to commit more than 5% of its assets to premiums when purchasing
put and call options. Should these state laws change or should the Fund
obtain a waiver of its application, the Fund may commit more than 5% of its
assets to premiums when purchasing call and put options. The premium paid by
the Fund when purchasing a put option will be recorded as an asset of the
Fund. This asset will be adjusted daily to the option's current market value,
which will be the latest sale price at the time at which the net asset value
per share of the Fund is computed (close of New York Stock Exchange), or, in
the absence of such sale, the latest bid price. This asset will be terminated
upon expiration of the option, the selling (writing) of an identical option in
a closing transaction, or the delivery of the underlying security or currency
upon the exercise of the option.
Purchasing Call Options
The Fund may purchase American or European style call options. As
the holder of a call option, the Fund has the right to purchase the underlying
security or currency at the exercise price at any time during the option
period (American style) or at the expiration of the option (European style).
The Fund may enter into closing sale transactions with respect to such
options, exercise them or permit them to expire. The Fund may purchase call
options for the purpose of increasing its current return or avoiding tax
consequences which could reduce its current return. The Fund may also
purchase call options in order to acquire the underlying securities or
currencies. Examples of such uses of call options are provided below.
Call options may be purchased by the Fund for the purpose of acquiring
the underlying securities or currencies for its portfolio. Utilized in this
fashion, the purchase of call options enables the Fund to acquire the
securities or currencies at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities or
currencies directly. This technique may also be useful to the Fund in
purchasing a large block of securities or currencies that would be more
difficult to acquire by direct market purchases. So long as it holds such a
PAGE 154
call option rather than the underlying security or currency itself, the Fund
is partially protected from any unexpected decline in the market price of the
underlying security or currency and in such event could allow the call option
to expire, incurring a loss only to the extent of the premium paid for the
option.
To the extent required by the laws of certain states, the Fund may not
be permitted to commit more than 5% of its assets to premiums when purchasing
call and put options. Should these state laws change or should the Fund
obtain a waiver of its application, the Fund may commit more than 5% of its
assets to premiums when purchasing call and put options. The Fund may also
purchase call options on underlying securities or currencies it owns in order
to protect unrealized gains on call options previously written by it. A call
option would be purchased for this purpose where tax considerations make it
inadvisable to realize such gains through a closing purchase transaction.
Call options may also be purchased at times to avoid realizing losses.
Dealer (Over-the-Counter) Options
The Fund may engage in transactions involving dealer options. Certain
risks are specific to dealer options. While the Fund would look to a clearing
corporation to exercise exchange-traded options, if the Fund were to purchase
a dealer option, it would rely on the dealer from whom it purchased the option
to perform if the option were exercised. Failure by the dealer to do so would
result in the loss of the premium paid by the Fund as well as loss of the
expected benefit of the transaction.
Exchange-traded options generally have a continuous liquid market while
dealer options have none. Consequently, the Fund will generally be able to
realize the value of a dealer option it has purchased only by exercising it or
reselling it to the dealer who issued it. Similarly, when the Fund writes a
dealer option, it generally will be able to close out the option prior to its
expiration only by entering into a closing purchase transaction with the
dealer to which the Fund originally wrote the option. While the Fund will
seek to enter into dealer options only with dealers who will agree to and
which are expected to be capable of entering into closing transactions with
the Fund, there can be no assurance that the Fund will be able to liquidate a
dealer option at a favorable price at any time prior to expiration. Until the
Fund, as a covered dealer call option writer, is able to effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) or currencies used as cover until the option expires or is exercised.
In the event of insolvency of the contra party, the Fund may be unable to
liquidate a dealer option. With respect to options written by the Fund, the
inability to enter into a closing transaction may result in material losses to
the Fund. For example, since the Fund must maintain a secured position with
respect to any call option on a security it writes, the Fund may not sell the
assets which it has segregated to secure the position while it is obligated
under the option. This requirement may impair a Fund's ability to sell
portfolio securities or currencies at a time when such sale might be
advantageous.
The Staff of the SEC has taken the position that purchased dealer
options and the assets used to secure the written dealer options are illiquid
securities. The Fund may treat the cover used for written OTC options as
liquid if the dealer agrees that the Fund may repurchase the OTC option it has
written for a maximum price to be calculated by a predetermined formula. In
PAGE 155
such cases, the OTC option would be considered illiquid only to the extent the
maximum repurchase price under the formula exceeds the intrinsic value of the
option. Accordingly, the Fund will treat dealer options as subject to the
Fund's limitation on unmarketable securities. If the SEC changes its position
on the liquidity of dealer options, the Fund will change its treatment of such
instrument accordingly.
Futures Contracts
Transactions in Futures
The Fund may enter into futures contracts, including stock index,
interest rate and currency futures ("futures or futures contracts"). The New
Era Fund may also enter into futures on commodities related to the types of
companies in which it invests, such as oil and gold futures. The Equity Index
Fund may only enter into stock index futures, such as the S&P 500 stock index,
to provide an efficient means of maintaining liquidity while being invested in
the market, to facilitate trading or to reduce transaction costs. It will not
use futures for hedging purposes.
Stock index futures contracts may be used to provide a hedge for a
portion of the Fund's portfolio, as a cash management tool, or as an efficient
way for Price-Fleming to implement either an increase or decrease in portfolio
market exposure in response to changing market conditions. The Fund may,
purchase or sell futures contracts with respect to any stock index.
Nevertheless, to hedge the Fund's portfolio successfully, the Fund must sell
futures contacts with respect to indices or subindices whose movements will
have a significant correlation with movements in the prices of the Fund's
portfolio securities.
Interest rate or currency futures contracts may be used as a hedge
against changes in prevailing levels of interest rates or currency exchange
rates in order to establish more definitely the effective return on securities
or currencies held or intended to be acquired by the Fund. In this regard,
the Fund could sell interest rate or currency futures as an offset against the
effect of expected increases in interest rates or currency exchange rates and
purchase such futures as an offset against the effect of expected declines in
interest rates or currency exchange rates.
The Fund will enter into futures contracts which are traded on national
or foreign futures exchanges, and are standardized as to maturity date and
underlying financial instrument. Futures exchanges and trading in the United
States are regulated under the Commodity Exchange Act by the Commodity Futures
Trading Commission ("CFTC"). Futures are traded in London at the London
International Financial Futures Exchange in Paris at the MATIF and in Tokyo at
the Tokyo Stock Exchange. Although techniques other than the sale and
purchase of futures contracts could be used for the above-referenced purposes,
futures contracts offer an effective and relatively low cost means of
implementing the Fund's objectives in these areas.
Regulatory Limitations
The Fund will engage in futures contracts and options thereon only for
bona fide hedging, yield enhancement, and risk management purposes, in each
case in accordance with rules and regulations of the CFTC and applicable state
law.
PAGE 156
The Fund may not purchase or sell futures contracts or related options
if, with respect to positions which do not qualify as bona fide hedging under
applicable CFTC rules, the sum of the amounts of initial margin deposits and
premiums paid on those portions would exceed 5% of the net asset value of the
Fund after taking into account unrealized profits and unrealized losses on any
such contracts it has entered into; provided, however, that in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating the 5% limitation. For purposes of this policy
options on futures contracts and foreign currency options traded on a
commodities exchange will be considered "related options". This policy may be
modified by the Board of Directors/Trustees without a shareholder vote and
does not limit the percentage of the Fund's assets at risk to 5%.
In accordance with the rules of the State of California, the Fund will
apply above 5% test without excluding the value of initial margin and premiums
paid for bona fide hedging portions.
The Fund's use of futures contracts will not result in leverage.
Therefore, to the extent necessary, in instances involving the purchase of
futures contracts or the writing of call or put options thereon by the Fund,
an amount of cash, U.S. government securities or other liquid, high-grade debt
obligations, equal to the market value of the futures contracts and options
thereon (less any related margin deposits), will be identified in an account
with the Fund's custodian to cover (such as owning an offsetting position) the
position, or alternative cover will be employed. Assets used as cover or held
in an identified account cannot be old while the position in the corresponding
option or future is open, unless they are replaced with similar assets. As a
result, the commitment of a large portion of a Fund's assets to cover or
identified accounts could impede portfolio management or the fund's ability to
meet redemption requests or over current obligations.
If the CFTC or other regulatory authorities adopt different (including
less stringent) or additional restrictions, the Fund would comply with such
new restrictions.
Trading in Futures Contracts
A futures contract provides for the future sale by one party and
purchase by another party of a specified amount of a specific financial
instrument (e.g., units of a stock index) for a specified price, date, time
and place designated at the time the contract is made. Brokerage fees are
incurred when a futures contract is bought or sold and margin deposits must be
maintained. Entering into a contract to buy is commonly referred to as buying
or purchasing a contract or holding a long position. Entering into a contract
to sell is commonly referred to as selling a contract or holding a short
position.
Unlike when the Fund purchases or sells a security, no price would be
paid or received by the Fund upon the purchase or sale of a futures contract.
Upon entering into a futures contract, and to maintain the Fund's open
positions in futures contracts, the Fund would be required to deposit with its
custodian in a segregated account in the name of the futures broker an amount
of cash, U.S. government securities, suitable money market instruments, or
liquid, high-grade debt securities, known as "initial margin." The margin
required for a particular futures contract is set by the exchange on which the
PAGE 157
contract is traded, and may be significantly modified from time to time by the
exchange during the term of the contract. Futures contracts are customarily
purchased and sold on margins that may range upward from less than 5% of the
value of the contract being traded.
If the price of an open futures contract changes (by increase in the
case of a sale or by decrease in the case of a purchase) so that the loss on
the futures contract reaches a point at which the margin on deposit does not
satisfy margin requirements, the broker will require an increase in the
margin. However, if the value of a position increases because of favorable
price changes in the futures contract so that the margin deposit exceeds the
required margin, the broker will pay the excess to the Fund.
These subsequent payments, called "variation margin," to and from the
futures broker, are made on a daily basis as the price of the underlying
assets fluctuate making the long and short positions in the futures contract
more or less valuable, a process known as "marking to the market." The Fund
expects to earn interest income on its margin deposits.
Although certain futures contracts, by their terms, require actual
future delivery of and payment for the underlying instruments, in practice
most futures contracts are usually closed out before the delivery date.
Closing out an open futures contract purchase or sale is effected by entering
into an offsetting futures contract sale or purchase, respectively, for the
same aggregate amount of the identical securities and the same delivery date.
If the offsetting purchase price is less than the original sale price, the
Fund realizes a gain; if it is more, the Fund realizes a loss. Conversely, if
the offsetting sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction
costs must also be included in these calculations. There can be no assurance,
however, that the Fund will be able to enter into an offsetting transaction
with respect to a particular futures contract at a particular time. If the
Fund is not able to enter into an offsetting transaction, the Fund will
continue to be required to maintain the margin deposits on the futures
contract.
For example, the Standard & Poor's 500 Stock Index is composed of 500
selected common stocks, most of which are listed on the New York Stock
Exchange. The S&P 500 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the market
values of those common stocks. In the case of the S&P 500 Index, contracts
are to buy or sell 500 units. Thus, if the value of the S&P 500 Index were
$150, one contract would be worth $75,000 (500 units x $150). The stock index
futures contract specifies that no delivery of the actual stock making up the
index will take place. Instead, settlement in cash occurs. Over the life of
the contract, the gain or loss realized by the Fund will equal the difference
between the purchase (or sale) price of the contract and the price at which
the contract is terminated. For example, if the Fund enters into a futures
contract to buy 500 units of the S&P 500 Index at a specified future date at a
contract price of $150 and the S&P 500 Index is at $154 on that future date,
the Fund will gain $2,000 (500 units x gain of $4). If the Fund enters into a
futures contract to sell 500 units of the stock index at a specified future
date at a contract price of $150 and the S&P 500 Index is at $152 on that
future date, the Fund will lose $1,000 (500 units x loss of $2).
PAGE 158
Special Risks of Transactions in Futures Contracts
Volatility and Leverage. The prices of futures contracts are volatile
and are influenced, among other things, by actual and anticipated changes in
the market and interest rates, which in turn are affected by fiscal and
monetary policies and national and international political and economic
events.
Most United States futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures contract may
vary either up or down from the previous day's settlement price at the end of
a trading session. Once the daily limit has been reached in a particular type
of futures contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular
trading day and therefore does not limit potential losses, because the limit
may prevent the liquidation of unfavorable positions. Futures contract prices
have occasionally moved to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of
futures positions and subjecting some futures traders to substantial losses.
Because of the low margin deposits required, futures trading involves
an extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss,
as well as gain, to the investor. For example, if at the time of purchase,
10% of the value of the futures contract is deposited as margin, a subsequent
10% decrease in the value of the futures contract would result in a total loss
of the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss equal to
150% of the original margin deposit, if the contract were closed out. Thus, a
purchase or sale of a futures contract may result in losses in excess of the
amount invested in the futures contract. However, the Fund would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the decline.
Furthermore, in the case of a futures contract purchase, in order to be
certain that the Fund has sufficient assets to satisfy its obligations under a
futures contract, the Fund earmarks to the futures contract money market
instruments equal in value to the current value of the underlying instrument
less the margin deposit.
Liquidity. The Fund may elect to close some or all of its futures
positions at any time prior to their expiration. The Fund would do so to
reduce exposure represented by long futures positions or short futures
positions. The Fund may close its positions by taking opposite positions
which would operate to terminate the Fund's position in the futures contracts.
Final determinations of variation margin would then be made, additional cash
would be required to be paid by or released to the Fund, and the Fund would
realize a loss or a gain.
Futures contracts may be closed out only on the exchange or board of
trade where the contracts were initially traded. Although the Fund intends to
purchase or sell futures contracts only on exchanges or boards of trade where
there appears to be an active market, there is no assurance that a liquid
market on an exchange or board of trade will exist for any particular contract
at any particular time. In such event, it might not be possible to close a
futures contract, and in the event of adverse price movements, the Fund would
PAGE 159
continue to be required to make daily cash payments of variation margin.
However, in the event futures contracts have been used to hedge the underlying
instruments, the Fund would continue to hold the underlying instruments
subject to the hedge until the futures contracts could be terminated. In such
circumstances, an increase in the price of underlying instruments, if any,
might partially or completely offset losses on the futures contract. However,
as described below, there is no guarantee that the price of the underlying
instruments will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.
Hedging Risk. A decision of whether, when, and how to hedge involves
skill and judgment, and even a well-conceived hedge may be unsuccessful to
some degree because of unexpected market behavior, market or interest rate
trends. There are several risks in connection with the use by the Fund of
futures contracts as a hedging device. One risk arises because of the
imperfect correlation between movements in the prices of the futures contracts
and movements in the prices of the underlying instruments which are the
subject of the hedge. Price-Fleming will, however, attempt to reduce this
risk by entering into futures contracts whose movements, in its judgment, will
have a significant correlation with movements in the prices of the Fund's
underlying instruments sought to be hedged.
Successful use of futures contracts by the Fund for hedging purposes is
also subject to Price-Fleming's ability to correctly predict movements in the
direction of the market. It is possible that, when the Fund has sold futures
to hedge its portfolio against a decline in the market, the index, indices, or
instruments underlying futures might advance and the value of the underlying
instruments held in the Fund's portfolio might decline. If this were to
occur, the Fund would lose money on the futures and also would experience a
decline in value in its underlying instruments. However, while this might
occur to a certain degree, Price-Fleming believes that over time the value of
the Fund's portfolio will tend to move in the same direction as the market
indices used to hedge the portfolio. It is also possible that if the Fund
were to hedge against the possibility of a decline in the market (adversely
affecting the underlying instruments held in its portfolio) and prices instead
increased, the Fund would lose part or all of the benefit of increased value
of those underlying instruments that it has hedged, because it would have
offsetting losses in its futures positions. In addition, in such situations,
if the Fund had insufficient cash, it might have to sell underlying
instruments to meet daily variation margin requirements. Such sales of
underlying instruments might be, but would not necessarily be, at increased
prices (which would reflect the rising market). The Fund might have to sell
underlying instruments at a time when it would be disadvantageous to do so.
In addition to the possibility that there might be an imperfect
correlation, or no correlation at all, between price movements in the futures
contracts and the portion of the portfolio being hedged, the price movements
of futures contracts might not correlate perfectly with price movements in the
underlying instruments due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors might close futures contracts through offsetting
transactions, which could distort the normal relationship between the
underlying instruments and futures markets. Second, the margin requirements
in the futures market are less onerous than margin requirements in the
securities markets, and as a result the futures market might attract more
PAGE 160
speculators than the securities markets do. Increased participation by
speculators in the futures market might also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and also because of the imperfect correlation between price movements in the
underlying instruments and movements in the prices of futures contracts, even
a correct forecast of general market trends by Price-Fleming might not result
in a successful hedging transaction over a very short time period.
Options on Futures Contracts
The Fund may purchase and sell options on the same types of futures in
which it may invest.
Options on futures are similar to options on underlying instruments
except that options on futures give the purchaser the right, in return for the
premium paid, to assume a position in a futures contract (a long position if
the option is a call and a short position if the option is a put), rather than
to purchase or sell the futures contract, at a specified exercise price at any
time during the period of the option. Upon exercise of the option, the
delivery of the futures position by the writer of the option to the holder of
the option will be accompanied by the delivery of the accumulated balance in
the writer's futures margin account which represents the amount by which the
market price of the futures contract, at exercise, exceeds (in the case of a
call) or is less than (in the case of a put) the exercise price of the option
on the futures contract. Purchasers of options who fail to exercise their
options prior to the exercise date suffer a loss of the premium paid.
As an alternative to writing or purchasing call and put options on
stock index futures, the Fund may write or purchase call and put options on
stock indices. Such options would be used in a manner similar to the use of
options on futures contracts. From time to time, a single order to purchase
or sell futures contracts (or options thereon) may be made on behalf of the
Fund and other T. Rowe Price Funds. Such aggregated orders would be allocated
among the Funds and the other T. Rowe Price Funds in a fair and non-
discriminatory manner.
Special Risks of Transactions in Options on Futures Contracts
The risks described under "Special Risks of Transactions on Futures
Contracts" are substantially the same as the risks of using options on
futures. In addition, where the Fund seeks to close out an option position by
writing or buying an offsetting option covering the same index, underlying
instrument or contract and having the same exercise price and expiration date,
its ability to establish and close out positions on such options will be
subject to the maintenance of a liquid secondary market. Reasons for the
absence of a liquid secondary market on an exchange include the following: (i)
there may be insufficient trading interest in certain options; (ii)
restrictions may be imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options, or
underlying instruments; (iv) unusual or unforeseen circumstances may interrupt
normal operations on an exchange; (v) the facilities of an exchange or a
clearing corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
PAGE 161
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no
assurance that higher than anticipated trading activity or other unforeseen
events might not, at times, render certain of the facilities of any of the
clearing corporations inadequate, and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution
of customers' orders.
Additional Futures and Options Contracts
Although the Fund has no current intention of engaging in futures or
options transactions other than those described above, it reserves the right
to do so. Such futures and options trading might involve risks which differ
from those involved in the futures and options described above.
Foreign Futures and Options
Participation in foreign futures and foreign options transactions
involves the execution and clearing of trades on or subject to the rules of a
foreign board of trade. Neither the National Futures Association nor any
domestic exchange regulates activities of any foreign boards of trade,
including the execution, delivery and clearing of transactions, or has the
power to compel enforcement of the rules of a foreign board of trade or any
applicable foreign law. This is true even if the exchange is formally linked
to a domestic market so that a position taken on the market may be liquidated
by a transaction on another market. Moreover, such laws or regulations will
vary depending on the foreign country in which the foreign futures or foreign
options transaction occurs. For these reasons, when the Fund trades foreign
futures or foreign options contracts, it may not be afforded certain of the
protective measures provided by the Commodity Exchange Act, the CFTC's
regulations and the rules of the National Futures Association and any domestic
exchange, including the right to use reparations proceedings before the
Commission and arbitration proceedings provided by the National Futures
Association or any domestic futures exchange. In particular, funds received
from the Fund for foreign futures or foreign options transactions may not be
provided the same protections as funds received in respect of transactions on
United States futures exchanges. In addition, the price of any foreign
futures or foreign options contract and, therefore, the potential profit and
loss thereon may be affected by any variance in the foreign exchange rate
between the time the Fund's order is placed and the time it is liquidated,
offset or exercised.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are principally traded
in the interbank market conducted directly between currency traders (usually
large, commercial banks) and their customers. A forward contract generally
has no deposit requirement, and no commissions are charged at any stage for
trades.
PAGE 162
The Fund may enter into forward contracts for a variety of purposes in
connection with the management of the foreign securities portion of its
portfolio. The Fund's use of such contracts would include, but not be limited
to, the following:
First, when the Fund enters into a contract for the purchase or sale of
a security denominated in a foreign currency, it may desire to "lock in" the
U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale, for a fixed amount of dollars, of the amount of foreign
currency involved in the underlying security transactions, the Fund will be
able to protect itself against a possible loss resulting from an adverse
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date the security is purchased or sold
and the date on which payment is made or received.
Second, when Price-Fleming believes that one currency may experience a
substantial movement against another currency, including the U.S. dollar, it
may enter into a forward contract to sell or buy the amount of the former
foreign currency, approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. Alternatively,
where appropriate, the Fund may hedge all or part of its foreign currency
exposure through the use of a basket of currencies or a proxy currency where
such currency or currencies act as an effective proxy for other currencies.
In such a case, the Fund may enter into a forward contract where the amount of
the foreign currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging technique may be
more efficient and economical than entering into separate forward contracts
for each currency held in the Fund. The precise matching of the forward
contract amounts and the value of the securities involved will not generally
be possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date
it matures. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Other than as set forth above, and immediately
below, the Fund will also not enter into such forward contracts or maintain a
net exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's portfolio securities or other assets denominated in that
currency. The Fund, however, in order to avoid excess transactions and
transaction costs, may maintain a net exposure to forward contracts in excess
of the value of the Fund's portfolio securities or other assets to which the
forward contracts relate (including accrued interest to the maturity of the
forwards on such securities provided the excess amount is "covered" by liquid,
high-grade debt securities, denominated in any currency, at least equal at all
times to the amount of such excess. For these purposes "the securities or
other assets to which the forward contracts relate" may be securities or
assets denominated in a single currency, or where proxy forwards are used,
securities denominated in more than one currency). Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, Price-Fleming believes that it
is important to have the flexibility to enter into such forward contracts when
it determines that the best interests of the Fund will be served.
PAGE 163
At the maturity of a forward contract, the Fund may sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and either extend the maturity of the forward contract (by "rolling"
that contract forward) or may initiate a new forward contract.
As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the expiration of the
forward contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver and if a decision is made to
sell the security and make delivery of the foreign currency. Conversely, it
may be necessary to sell on the spot market some of the foreign currency
received upon the sale of the portfolio security if its market value exceeds
the amount of foreign currency the Fund is obligated to deliver. However, as
noted, in order to avoid excessive transactions and transaction costs, the
Fund may use liquid, high-grade debt securities denominated in any currency,
to cover the amount by which the value of a forward contract exceeds the value
of the securities to which it relates.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward prices increase, the
Fund will suffer a loss to the extent of the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.
The Fund's dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, the Fund
reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, the Fund is
not required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate
by Price-Fleming. It also should be realized that this method of hedging
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It simply establishes a rate of
exchange at a future date. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result from an increase in the value of that currency.
Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. It will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to the Fund at one rate, while offering a lesser rate of
exchange should the Fund desire to resell that currency to the dealer.
PAGE 164
Federal Tax Treatment of Options, Futures Contracts and Forward Foreign
Exchange Contracts
The Fund may enter into certain option, futures, and forward foreign
exchange contracts, including options and futures on currencies, which will be
treated as Section 1256 contracts or straddles.
Transactions which are considered Section 1256 contracts will be
considered to have been closed at the end of the Fund's fiscal year and any
gains or losses will be recognized for tax purposes at that time. Such gains
or losses from the normal closing or settlement of such transactions will be
characterized as 60% long-term capital gain or loss and 40% short-term capital
gain or loss regardless of the holding period of the instrument. The Fund
will be required to distribute net gains on such transactions to shareholders
even though it may not have closed the transaction and received cash to pay
such distributions.
Options, futures and forward foreign exchange contracts, including
options and futures on currencies, which offset a foreign dollar denominated
bond or currency position may be considered straddles for tax purposes in
which case a loss on any position in a straddle will be subject to deferral to
the extent of unrealized gain in an offsetting position. The holding period
of the securities or currencies comprising the straddle will be deemed not to
begin until the straddle is terminated. For securities offsetting a purchased
put, this adjustment of the holding period may increase the gain from sales of
securities held less than three months. The holding period of the security
offsetting an "in-the-money qualified covered call" option on an equity
security will not include the period of time the option is outstanding.
Losses on written covered calls and purchased puts on securities,
excluding certain "qualified covered call" options on equity securities, may
be long-term capital loss, if the security covering the option was held for
more than twelve months prior to the writing of the option.
In order for the Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or currencies. Pending tax regulations could limit the extent that
net gain realized from option, futures or foreign forward exchange contracts
on currencies is qualifying income for purposes of the 90% requirement. In
addition, gains realized on the sale or other disposition of securities,
including option, futures or foreign forward exchange contracts on securities
or securities indexes and, in some cases, currencies, held for less than three
months, must be limited to less than 30% of the Fund's annual gross income.
In order to avoid realizing excessive gains on securities or currencies held
less than three months, the Fund may be required to defer the closing out of
option, futures or foreign forward exchange contracts) beyond the time when it
would otherwise be advantageous to do so. It is anticipated that unrealized
gains on Section 1256 option, futures and foreign forward exchange contracts,
which have been open for less than three months as of the end of the Fund's
fiscal year and which are recognized for tax purposes, will not be considered
gains on securities or currencies held less than three months for purposes of
the 30% test.
PAGE 165
INVESTMENT RESTRICTIONS
Fundamental policies of the Fund may not be changed without the
approval of the lesser of (1) 67% of a Fund's shares present at a meeting of
shareholders if the holders of more than 50% of the outstanding shares are
present in person or by proxy or (2) more than 50% of a Fund's outstanding
shares. Other restrictions, in the form of operating policies, are subject to
change by the Fund's Board of Directors without shareholder approval. Any
investment restriction which involves a maximum percentage of securities or
assets shall not be considered to be violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition of
securities or assets of, or borrowings by, the Fund.
Fundamental Policies
As a matter of fundamental policy, the Fund may not:
(1) Borrowing. 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.
(2) Commodities. Purchase or sell physical commodities; except that
it may enter into futures contracts and options thereon;
(3) Industry Concentration. 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;
(4) Loans. 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;
(5) Percent Limit on Assets Invested in Any One Issuer. Purchase a
security if, as a result, with respect to 75% of the value of the
Fund's total assets, more than 5% of the value of its total
assets would be invested in the securities of any one issuer
(other than obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities);
PAGE 166
(6) Percent Limit on Share Ownership of Any One Issuer. Purchase a
security if, as a result, with respect to 75% of the value of the
Fund's total assets, more than 10% of the outstanding voting
securities of any issuer would be held by the Fund (other than
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities) provided that, as an operating
policy, the Fund will not purchase a security if, as a result,
more than 10% of the outstanding voting securities of any issuer
would be held by the Fund;
(7) Real Estate. Purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this
shall not prevent the Fund from investing in securities or other
instruments backed by real estate or securities of companies
engaged in the real estate business;
(8) Senior Securities. Issue senior securities except in compliance
with the Investment Company Act of 1940; or
(9) Underwriting. Underwrite securities issued by other persons,
except to the extent that the Fund may be deemed to be an
underwriter within the meaning of the Securities Act of 1933 in
connection with the purchase and sale of its portfolio securities
in the ordinary course of pursuing its investment program.
With respect to investment restrictions (1) and (4), the Fund
will not borrow from or lend to any other T. Rowe Price Fund
unless it applies for and receives an exemptive order from the
SEC or the SEC issues rules permitting such transactions. The
Fund has no current intention of engaging in any such activity
and there is no assurance the SEC would grant any order requested
by the Fund or promulgate any rules allowing the transactions.
For purposes of investment restriction (3), U.S., state or local
governments, or related agencies or instrumentalities, are not
considered an industry.
Operating Policies
As a matter of operating policy, the Fund may not:
(1) Borrowing. The Fund will not purchase additional securities when
money borrowed exceeds 5% of its total assets.
(2) Control of Portfolio Companies. Invest in companies for the
purpose of exercising management or control;
(3) Futures Contracts. 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 positions would exceed 5% of
the Fund's net asset value.
(4) Illiquid Securities. Purchase illiquid securities and securities
of unseasoned issuers if, as a result, more than 15% of its net
assets would be invested in such securities, provided that the
PAGE 167
Fund will not invest more than 5% of its total assets in
restricted securities and not more than 5% in securities of
unseasoned issuers. Securities eligible for resale under Rule
144A of the Securities Act of 1933 are not included in the 5%
limitation but are subject to the 15% limitation;
(4) Investment Companies. Purchase securities of open-end or closed-
end investment companies except in compliance with the Investment
Company Act of 1940 and applicable state law. Duplicate fees may
result from such purchases;
(5) Margin. 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;
(6) Mortgaging. 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 borrowing or investment;
(7) Oil and Gas Programs. Purchase participations or other direct
interests or enter into leases with respect to, oil, gas, or
other mineral exploration or development programs;
(8) Options, Etc. Invest in puts, calls, straddles, spreads, or any
combination thereof, except to the extent permitted by the
prospectus and Statement of Additional Information;
(9) Ownership of Portfolio Securities by Officers and Directors.
Purchase or retain the securities of any issuer if, to the
knowledge of the Fund's management, those officers and directors
of the Fund, and of its investment manager, who each own
beneficially more than .5% of the outstanding securities of such
issuer, together own beneficially more than 5% of such
securities;
(10) Short Sales. Effect short sales of securities;
(11) Unseasoned Issuers. Purchase a security (other than obligations
issued or guaranteed by the U.S., any state or local government,
or any foreign government, their agencies or instrumentalities)
if, as a result, more than 5% of the value of the Fund's total
assets would be invested in the securities issuers which at the
time of purchase had been in operation for less than three years
(for this purpose, the period of operation of any issuer shall
include the period of operation of any predecessor or
unconditional guarantor of such issuer). This restriction does
not apply to securities of pooled investment vehicles or mortgage
or asset-backed securities; or
(12) Warrants. Invest in warrants if, as a result thereof, more than
2% of the value of the total assets of the Fund would be invested
PAGE 168
in warrants which are not listed on the New York Stock Exchange,
the American Stock Exchange, or a recognized foreign exchange, or
more than 5% of the value of the total assets of the Fund would
be invested in warrants whether or not so listed. For purposes
of these percentage limitations, the warrants will be valued at
the lower of cost or market and warrants acquired by the Funds in
units or attached to securities may be deemed to be without
value.
In addition to the restrictions described above, some foreign countries
limit, or prohibit, all direct foreign investment in the securities of their
companies. However, the governments of some countries have authorized the
organization of investment funds to permit indirect foreign investment in such
securities. For tax purposes these funds may be known as Passive Foreign
Investment Companies. Each Fund is subject to certain percentage limitations
under the 1940 Act and certain states relating to the purchase of securities
of investment companies, and may be subject to the limitation that no more
than 10% of the value of the Fund's total assets may be invested in such
securities.
INVESTMENT PERFORMANCE
Total Return Performance
The Fund's calculation of total return performance includes the
reinvestment of all capital gain distributions and income dividends for the
period or periods indicated, without regard to tax consequences to a
shareholder in the Fund. Total return is calculated as the percentage change
between the beginning value of a static account in the Fund and the ending
value of that account measured by the then current net asset value, including
all shares acquired through reinvestment of income and capital gains
dividends. The results shown are historical and should not be considered
indicative of the future performance of the Fund. Each average annual
compound rate of return is derived from the cumulative performance of the Fund
over the time period specified. The annual compound rate of return for the
Fund over any other period of time will vary from the average.
PAGE 169
Cumulative Performance Percentage Change
Since
1 Year 5 Years 10 Years Inception
Ended Ended Ended 5/9/80 to
12/31/93+ 12/31/93 12/31/93 12/31/93++
_________ ________ ___________ __________
International Stock 40.11% 76.63% 396.21% 678.83%
Fund
S&P 500 10.07 97.34 301.77 661.50
Dow Jones Industrial
Average 16.99 105.25 333.86 732.91
Lipper International
Funds Average 39.40 62.48 303.71 480.69+++
EAFE Index 32.94 12.19 417.77 592.40+++
CPI 2.75 21.00 43.93 80.00
Financial Times
Actuaries World
Index++++ 22.60 35.85 N/A N/A
Average Annual Compound Rates of Return
Since
1 Year 5 Years 10 Years Inception
Ended Ended Ended 5/9/80 to
12/31/93+ 12/31/93 12/31/93 12/31/93++
_________ ________ ____________ __________
International Stock 40.11% 12.05% 17.37% 16.23%
Fund
S&P 500 10.07 14.56 14.92 16.04
Dow Jones Industrial
Average 16.99 15.47 15.81 16.80
Lipper International
Funds Average 39.40 9.85 14.84 13.66+++
EAFE Index 32.94 2.33 17.87 15.40+++
CPI 2.75 3.89 3.71 4.40
Financial Times
Actuaries World
Index++++ 22.60 6.32 N/A N/A
+ If you invested $1,000 at the beginning of 1993, the total return on
December 31, 1993 would be $1,401.10 ($1,000 x 1.4011).
++ Assumes purchase of one share of International Stock Fund at the
public offering price of $5.00 on May 9, 1980. Over this time, stock
prices in general have risen.
+++ 06/30/80-12/31/91
++++ The inception date of this index is 12/31/85.
Price-Fleming believes that foreign economies have performed well, and
emerging economies are significantly better than the world average, as shown
in the chart below.
PAGE 170
GDP Growth Rates
1979 1980 1981 1982 1983 1984 1985 1986
____ ____ ____ ____ ____ ____ ____ ____
World 3.70 2.20 1.70 0.30 2.40 4.90 3.80 2.80
Industrialized 3.30 1.30 1.50 -0.20 2.70 4.90 3.60 2.80
Developing (Asia) 3.80 5.90 6.10 5.70 8.00 7.50 7.30 5.80
DEV/WLD 103% 268% 359% !!! 333% 153% 192% 207%
DEV/IND 115% 454% 407% !!! 296% 153% 203% 207%
10 Year
1987 1988 1989 Sample Average
____ ____ ____ _________________
World 3.60 4.40 !!! 2.98
Industrialized 3.50 4.50 3.50 2.79
Developing (Asia) 6.90 8.60 !!! 6.56
DEV/WLD 194% 0% !!! 220%
DEV/IND 206% 0% !!! 235%
Source: International Monetary Fund 1990 Yearbook
!!! 1989 figures for developing Asia (and therefore the World) are not yet
available
From time to time, in reports and promotional literature: (1) the
Fund's total return performance or P/E ratio may be compared to any one or
combination of the following: (i) the Standard & Poor's 500 Stock Index and
Dow Jones Industrial Average so that you may compare the Fund's results with
those of a group of unmanaged securities widely regarded by investors as
representative of the U.S. stock market in general; (ii) other groups of
mutual funds, including T. Rowe Price Funds, tracked by: (A) Lipper
Analytical Services, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets; (B)
Morningstar, Inc., another widely used independent research firm which ranks
mutual funds; or (C) other financial or business publications, such as
Business Week, Money Magazine, Forbes and Barron's, which provide similar
information; (iii) The Financial Times (a London based international financial
newspaper)-Actuaries World Indices, including Europe and sub indices
comprising this Index (a wide range of comprehensive measures of stock price
performance for the major stock markets as well as for regional areas, broad
economic sectors and industry groups); (iv) Morgan Stanley Capital
International Indices, including the EAFE Index, Pacific Basin Index and
Pacific Ex Japan Index which is a widely-recognized series of indices in
international market performance; (v) Baring International Investment
Management Limited (an international securities trading, research, and
investment management firm), as a source for market capitalization, GDP and
GNP; (vi) the International Finance Corporation (an affiliate of the World
Bank established to encourage economic development in less developed
countries), World Bank, OECD (Organization for Economic Co-Operation and
Development) and IMF (International Monetary Fund) as a source of economic
statistics; (vii) indices of stocks comparable to those in which the Fund
invests; and (viii) the performance of U.S. government and corporate bonds,
notes and bills. (The purpose of these comparisons would be to illustrate
historical trends in different market sectors so as to allow potential
PAGE 171
investors to compare different investment strategies.); (2) the Consumer Price
Index (measure for inflation) may be used to assess the real rate of return
from an investment in the Fund; (3) other U.S. or foreign government
statistics such as GNP, and net import and export figures derived from
governmental publications, e.g. The Survey of Current Business, may be used to
illustrate investment attributes of the Fund or the general economic,
business, investment, or financial environment in which the Fund operates; (4)
the effect of tax-deferred compounding on the Fund's investment returns, or on
returns in general, may be illustrated by graphs, charts, etc. where such
graphs or charts would compare, at various points in time, the return from an
investment in the Fund (or returns in general) on a tax-deferred basis
(assuming reinvestment of capital gains and dividends and assuming one or more
tax rates) with the return on a taxable basis; and (5) the sectors or
industries in which the Fund invests may be compared to relevant indices or
surveys (e.g. S&P Industry Surveys) in order to evaluate the Fund's historical
performance or current or potential value with respect to the particular
industry or sector. In connection with (4) above, information derived from
the following chart may be used:
IRA Versus Taxable Return
Assuming 9% annual rate of return, $2,000 annual contribution and 28%
tax bracket.
Year Taxable Tax Deferred
____ _______ ____________
10 $ 28,700 $ 33,100
15 51,400 64,000
20 82,500 111,500
25 125,100 184,600
30 183,300 297,200
IRAs
An IRA is a long-term investment whose objective is to accumulate
personal savings for retirement. Due to the long-term nature of the
investment, even slight differences in performance will result in
significantly different assets at retirement. Mutual funds, with their
diversity of choice, can be used for IRA investments. Generally, individuals
may need to adjust their underlying IRA investments as their time to
retirement and tolerance for risk changes.
Other Features and Benefits
The Fund is a member of the T. Rowe Price Family of Funds and may help
investors achieve various long-term investment goals, such as investing money
for retirement, saving for a down payment on a home, or paying college costs.
To explain how the Fund could be used to assist investors in planning for
these goals and to illustrate basic principles of investing, various
worksheets and guides prepared by T. Rowe Price Associates, Inc. and/or T.
Rowe Price Investment Services, Inc. may be made available. These currently
include: the Asset Mix Worksheet which is designed to show shareholders how to
reduce their investment risk by developing a diversified investment plan: the
College Planning Guide which discusses various aspects of financial planning
to meet college expenses and assists parents in projecting the costs of a
PAGE 172
college education for their children; the Retirement Planning Kit (also
available in a PC version) which includes a detailed workbook to determine how
much money you may need for retirement and suggests how you might invest to
reach your goal; and the Retirees Financial Guide which includes a detailed
workbook to determine how much money you can afford to spend and still
preserve your purchasing power and suggest how you might invest to reach your
goal. From time to time, other worksheets and guides may be made available as
well. Of course, an investment in the Fund cannot guarantee that such goals
will be met.
To assist investors in understanding the different returns and risk
characteristics of various investments, the aforementioned guides will include
presentation of historical returns of various investments using published
indices. An example of this is shown on the next page.
Historical Returns for Different Investments
Annualized returns for periods ended 12/31/93
50 years 20 years 10 years 5 years
Small-Company Stocks 15.3% 18.8% 10.0% 13.3%
Large-Company Stocks 12.3 12.8 14.9 14.5
Foreign Stocks N/A 14.4 17.9 2.3
Long-Term Corporate Bonds 5.6 10.2 14.0 13.0
Intermediate-Term U.S.
Gov't. Bonds 5.7 9.8 11.4 11.3
Treasury Bills 4.6 7.5 6.4 5.6
U.S. Inflation 4.3 5.9 3.7 3.9
Sources: Ibbotson Associates, Morgan Stanley. Foreign stocks reflect
performance of The Morgan Stanley Capital International EAFE Index, which
includes some 1,000 companies representing the stock markets of Europe,
Australia, New Zealand, and the Far East. This chart is for illustrative
purposes only and should not be considered as performance for, or the
annualized return of, any T. Rowe Price Fund. Past performance does not
guarantee future results.
Also included will be various portfolios demonstrating how these
historical indices would have performed in various combinations over a
specified time period in terms of return. An example of this is shown below.
PAGE 173
Performance of Retirement Portfolios*
Asset Mix Average Annualized Value
Returns 20 Years of
Ended 12/31/93 $10,000
Investment
After Period
_____________________ ______________________ ____________
Nominal Real Best Worst
Portfolio Growth Income Safety Return Return** Year Year
I. Low
Risk 40% 40% 20% 11.3% 5.4% 24.9% -9.3% $ 79,775
II. Moderate
Risk 60% 30% 10% 12.1% 6.2% 29.1%-15.6% $ 90,248
III. High
Risk 80% 20% 0% 12.9% 7.0% 33.4%-21.9% $100,031
Source: T. Rowe Price Associates; data supplied by Lehman Brothers, Wilshire
Associates, and Ibbotson Associates.
* Based on actual performance for the 20 years ended 1993 of stocks (85%
Wilshire 5000 and 15% Europe, Australia, Far East [EAFE] Index), bonds
(Lehman Brothers Aggregate Bond Index from 1976-93 and Lehman Brothers
Government/Corporate Bond Index from 1974-75), and 30-day Treasury bills
from January 1974 through December 1993. Past performance does not
guarantee future results. Figures include changes in principal value and
reinvested dividends and assume the same asset mix is maintained each
year. This exhibit is for illustrative purposes only and is not
representative of the performance of any T. Rowe Price fund.
** Based on inflation rate of 5.9% for the 20-year period ended 12/31/93.
From time to time, Insights, a T. Rowe Price publication of reports on
specific investment topics and strategies, may be included in the Fund's
fulfillment kit. Such reports may include information concerning:
calculating taxable gains and losses on mutual fund transactions, coping with
stock market volatility, benefiting from dollar cost averaging, understanding
international markets, investing in high-yield "junk" bonds, growth stock
investing, conservative stock investing, value investing, investing in small
companies, tax-free investing, fixed income investing, investing in mortgage-
backed securities, as well as other topics and strategies.
Redemptions in Kind
In the unlikely event a shareholder of the Fund were to receive an in kind
redemption of portfolio securities of the Fund, brokerage fees could be
incurred by the shareholder in subsequent sale of such securities.
Issuance of Fund Shares for Securities
Transactions involving issuance of Fund shares for securities or assets
other than cash will be limited to (1) bona fide reorganizations; (2)
PAGE 174
statutory mergers; or (3) other acquisitions of portfolio securities that: (a)
meet the investment objective and policies of the Fund; (b) are acquired for
investment and not for resale except in accordance with applicable law; (c)
have a value that is readily ascertainable via listing on or trading in a
recognized United States or international exchange or market; and (d) are not
illiquid.
MANAGEMENT OF FUND
The officers and directors of the Fund are listed below. Unless otherwise
noted, the address of each is 100 East Pratt Street, Baltimore, Maryland
21202. Except as indicated, each has been an employee of T. Rowe Price for
more than five years. In the list below, the Fund's directors who are
considered "interested persons" of T. Rowe Price or the Fund as defined under
Section 2(a)(19) of the Investment Company Act of 1940 are noted with an
number sign (*). These directors are referred to as inside directors by
virtue of their officership, directorship, and/or employment with T. Rowe
Price.
*M. DAVID TESTA, Chairman of the Board--Chairman of the Board, Price-Fleming;
Managing Director, T. Rowe Price; Vice President and Director, T. Rowe
Price Trust Company; Chartered Financial Analyst
*MARTIN G. WADE, President and Director--President, Price-Fleming; Director,
Robert Fleming Holdings Limited; Address: 25 Copthall Avenue, London, EC2R
7DR, England
LEO C. BAILEY, Director--Retired; Address: 3396 South Placita Fabula, Green
Valley, Arizona 85614
ANTHONY W. DEERING, Director--Director, President and Chief Operating Officer,
The Rouse Company, real estate developers, Columbia, Maryland; Advisory
Director, Kleinwort, Benson (North America) Corporation, a registered
broker-dealer; Address: 10275 Little Patuxent Parkway, Columbia, Maryland
21044
DONALD W. DICK, JR., Director--Principal, Overseas Partners, Inc., a financial
investment firm; formerly (6/65-3/89) Director and Vice President-Consumer
Products Division, McCormick & Company, Inc., international food
processors; Director, Waverly Press, Inc., Baltimore, Maryland; Address:
375 Park Avenue, Suite 2201, New York, New York 10152
ADDISON LANIER, Director--Financial management; President and Director, Thomas
Emery's Sons, Inc., and Emery Group, Inc.; Director, Scinet Development and
Holdings, Inc.; Address: 441 Vine Street, #2310, Cincinnati, Ohio 45202-
2913
DAVID P. BOARDMAN, Executive Vice President--Executive Vice President, Price-
Fleming
CHRISTOPHER D. ALDERSON, Vice President--Vice President, Price-Fleming
PETER B. ASKEW, Vice President--Vice President, Price-Fleming
RICHARD J. BRUCE, Vice President--Vice President of Price-Fleming; formerly
(1985-1990) Investment Manager, Jardine Fleming Investment Advisers, Tokyo
ROBERT P. CAMPBELL, Vice President--Vice President, T. Rowe Price and Rowe
Price-Fleming International Inc.; formerly (4/80-5/90) Vice President and
Director, Private Finance, New York Life Insurance Company, New York, New
York
MARK J. T. EDWARDS, Vice President--Vice President, Price-Fleming
JOHN R. FORD, Vice President--Executive Vice President, Price-Fleming
PAGE 175
HENRY H. HOPKINS, Vice President--Vice President, Price-Fleming and T. Rowe
Price Retirement Plan Services, Inc.; Managing Director, T. Rowe Price;
Vice President and Director, T. Rowe Price Investment Services, Inc.,
T. Rowe Price Services, Inc. and T. Rowe Price Trust Company
ROBERT C. HOWE, Vice President--Vice President, Price-Fleming and T. Rowe
Price
STEPHEN ILOTT, Vice President--Employee, Price-Fleming; formerly (1988-1991)
portfolio management, Fixed Income Portfolios Group, Robert Fleming
Holdings Limited, London
GEORGE A. MURNAGHAN, Vice President--Vice President, Price-Fleming, T. Rowe
Price, T. Rowe Price Trust Company, and T. Rowe Price Investment Services,
Inc.
JAMES S. RIEPE, Vice President--Managing Director, T. Rowe Price; Chairman of
the Board, T. Rowe Price Services, Inc., T. Rowe Price Retirement Plan
Services, Inc. and T. Rowe Price Trust Company; President and Director, T.
Rowe Price Investment Services, Inc.; Director, Rhone-Poulenc Rorer, Inc.
CHRISTOPHER ROTHERY, Vice President--Employee, Price-Fleming; formerly
(1987-1989) employee of Robert Fleming Holdings Limited, London
CHARLES H. SALISBURY, JR., Vice President--Vice President and Director,
Price-Fleming; Managing Director, T. Rowe Price; President, Trust Officer
and Director, T. Rowe Price Trust Company; Director, T. Rowe Price
Retirement Plan Services, Inc.
JAMES B. M. SEDDON, Vice President--Vice President, Price-Fleming
CHARLES P. SMITH, Vice President--Managing Director, T. Rowe Price; Vice
President, Rowe Price-Fleming International, Inc.
BENEDICT R. F. THOMAS, Vice President--Vice President, Price-Fleming
PETER VAN DYKE, Vice President--Managing Director, T. Rowe Price; Vice
President, Rowe Price-Fleming International, Inc.
DAVID J. L. WARREN, Vice President--Executive Vice President, Price-Fleming
WILLIAM F. WENDLER, II, Vice President--Vice President, Price-Fleming, T. Rowe
Price and T. Rowe Price Investment Services, Inc.
EDWARD A. WIESE, Vice President--Vice President, T. Rowe Price, Rowe Price-
Fleming International, Inc. and T. Rowe Price Trust Company
LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
CARMEN F. DEYESU, Treasurer--Vice President, T. Rowe Price, T. Rowe Price
Services, Inc., and T. Rowe Price Trust Company
DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T. Rowe Price
Services, Inc., and T. Rowe Price Trust Company
ANN B. CRANMER, Assistant Vice President--Vice President, Price-Fleming
ROGER L. FIERY, Assistant Vice President--Vice President, Rowe Price-Fleming
International, Inc.
LEAH P. HOLMES, Assistant Vice President--Vice President, Price-Fleming and
Assistant Vice President of Price Associates
EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T. Rowe Price
Services, Inc.
INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T. Rowe Price
The Fund's Executive Committee, comprised of Messrs. Testa and Wade,
has been authorized by the Board of Directors to exercise all of the powers of
the Board to manage the Fund in the intervals between meetings of the Board,
except the powers prohibited by statute from being delegated.
PRINCIPAL HOLDERS OF SECURITIES
As of the date of the prospectus, the officers and directors of the
PAGE 176
Fund, as a group, owned less than 1% of the outstanding shares of the Fund.
INVESTMENT MANAGEMENT SERVICES
Services
Under the Management Agreement, Price-Fleming provides the Fund with
discretionary investment services. Specifically, Price-Fleming is responsible
for supervising and directing the investments of the Fund in accordance with
the Fund's investment objective, program, and restrictions as provided in its
prospectus and this Statement of Additional Information. Price-Fleming is
also responsible for effecting all security transactions on behalf of the
Fund, including the negotiation of commissions and the allocation of principal
business and portfolio brokerage. In addition to these services,
Price-Fleming provides the Fund with certain corporate administrative
services, including: maintaining the 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 Fund; maintaining liaison with the agents employed by the Fund such as the
Fund's custodian and transfer agent; assisting the Fund in the coordination of
such agents' activities; and permitting Price-Fleming's employees to serve as
officers, directors, and committee members of the Fund without cost to the
Fund.
The 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 for losses resulting
from willful misfeasance, bad faith, gross negligence, or reckless disregard
of duty.
Under the 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 the 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
PAGE 177
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
.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.
Robert Fleming personnel have extensive research resources throughout
the world. A strong emphasis is placed on direct contact with companies in
the research universe. Robert Fleming personnel, who frequently speak the
local language, have access to the full range of research products available
in the market place and are encouraged to produce independent work dedicated
solely to portfolio investment management, which adds value to that generally
available.
Management Fee
The Fund pays Price-Fleming a fee ("Fee") which consists of two
components: a Group Management Fee ("Group Fee") and an Individual Fund Fee
("Fund Fee"). The Fee is paid monthly to Price-Fleming on the first business
day of the next succeeding calendar month and is calculated as described
below.
The monthly Group Fee ("Monthly Group Fee") is the sum of the daily
Group Fee accruals ("Daily Group Fee Accruals") for each month. The Daily
Group Fee Accrual for any particular day is computed by multiplying the Price
Funds' group fee accrual as determined below ("Daily Price Funds' Group Fee
Accrual") by the ratio of the Fund's net assets for that day to the sum of the
aggregate net assets of the Price Funds for that day. The Daily Price Funds'
Group Fee Accrual for any particular day is calculated by multiplying the
fraction of one (1) over the number of calendar days in the year by the
annualized Daily Price Funds' Group Fee Accrual for that day as determined in
accordance with the following schedule:
Price Funds'
Annual Group Base Fee
Rate for Each Level of Assets
_________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter
For the purpose of calculating the Group Fee, the Price Funds include
all the mutual funds distributed by T. Rowe Price Investment Services, Inc.
(excluding T. Rowe Price Spectrum Fund, Inc. and any institutional or private
PAGE 178
label mutual funds). For the purpose of calculating the Daily Price Funds'
Group Fee Accrual for any particular day, the net assets of each Price Fund
are determined in accordance with the Fund's prospectus as of the close of
business on the previous business day on which the Fund was open for business.
The monthly Fund Fee ("Monthly Fund Fee") is the sum of the daily Fund
Fee accruals ("Daily Fund Fee Accruals") for each month. The Daily Fund Fee
Accrual for any particular day is computed by multiplying the fraction of one
(1) over the number of calendar days in the year by the Fund Fee Rate of 0.35%
and multiplying this product by the net assets of the Fund for that day, as
determined in accordance with the Fund's prospectus as of the close of
business on the previous business day on which the Fund was open for business.
The management fees paid by the Fund for the years 1993, 1992, and
1991, were $14,955,000, $12,522,000, and $9,233,000, respectively.
Limitation on Fund Expenses
The Management Agreement between the Fund and Price-Fleming provides
that the 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 Fund for certain expenses which
in any year exceed the limits prescribed by any state in which the Fund's
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 a Fund's
average daily net 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 the 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.
T. Rowe Price Spectrum Fund, Inc.
The Fund is a party to a Special Servicing Agreement ("Agreement")
between and among T. Rowe Price Spectrum Fund, Inc. ("Spectrum Fund"), T. Rowe
Price, T. Rowe Price Services, Inc. and various other T. Rowe Price funds
which, along with the Fund, are funds in which Spectrum Fund invests
(collectively all such funds "Underlying Price Funds").
The Agreement provides that, if the Board of Directors/Trustees of any
Underlying Price Fund determines that such Underlying Fund's share of the
aggregate expenses of Spectrum Fund is less than the estimated savings to the
Underlying Price Fund from the operation of Spectrum Fund, the Underlying
Price Fund will bear those expenses in proportion to the average daily value
of its shares owned by Spectrum Fund, provided further that no Underlying
Price Fund will bear such expenses in excess of the estimated savings to it.
Such savings are expected to result primarily from the elimination of numerous
separate shareholder accounts which are or would have been invested directly
in the Underlying Price Funds and the resulting reduction in shareholder
servicing costs. Although such cost savings are not certain, the estimated
savings to the Underlying Price Funds generated by the operation of Spectrum
Fund are expected to be sufficient to offset most, if not all, of the expenses
incurred by Spectrum Fund.
PAGE 179
DISTRIBUTOR FOR FUND
T. Rowe Price Investment Services, Inc. ("Investment Services"), a
Maryland corporation formed in 1980 as a wholly-owned subsidiary of T. Rowe
Price, serves as the Fund's distributor. Investment Services is registered as
a broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. The offering of the
Fund's shares is continuous.
Investment Services is located at the same address as the Fund and T.
Rowe Price -- 100 East Pratt Street, Baltimore, Maryland 21202.
Investment Services serves as distributor to the Fund pursuant to an
Underwriting Agreement ("Underwriting Agreement"), which provides that the
Fund will pay all fees and expenses in connection with: registering and
qualifying its shares under the various state "blue sky" laws; preparing,
setting in type, printing, and mailing its prospectuses and reports to
shareholders; and issuing its shares, including expenses of confirming
purchase orders.
The Underwriting Agreement provides that Investment Services will pay
all fees and expenses in connection with: printing and distributing
prospectuses and reports for use in offering and selling Fund shares;
preparing, setting in type, printing, and mailing all sales literature and
advertising; Investment Services' federal and state registrations as a
broker-dealer; and offering and selling Fund shares, except for those fees and
expenses specifically assumed by the Fund. Investment Services' expenses are
paid by T. Rowe Price.
Investment Services acts as the agent of the Fund in connection with
the sale of its shares in all states in which the shares are qualified and in
which Investment Services is qualified as a broker-dealer. Under the
Underwriting Agreement, Investment Services accepts orders for Fund shares at
net asset value. No sales charges are paid by investors or the Fund.
CUSTODIAN
State Street Bank and Trust Company (the "Bank") is the custodian for
the Fund's securities and cash, but it does not participate in the Fund's
investment decisions. Portfolio securities purchased in the U.S. are
maintained in the custody of the Bank and may be entered into the Federal
Reserve Book Entry System, or the security depository system of the Depository
Trust Corporation. The Bank has entered into a Sub-Custodian Agreement with
The Chase Manhattan Bank, N.A., London, pursuant to which portfolio securities
which are purchased outside the United States are maintained in the custody of
various foreign branches of The Chase Manhattan Bank and such other
custodians, including foreign banks and foreign securities depositories, in
accordance with regulations under the Investment Company Act of 1940. The
Bank's main office is at 225 Franklin Street, Boston, Massachusetts 02110.
The address for The Chase Manhattan Bank, N.A., London is Woolgate House,
Coleman Street, London, EC2P 2HD, England.
PAGE 180
PORTFOLIO TRANSACTIONS
Investment or Brokerage Discretion
Decisions with respect to the purchase and sale of portfolio securities
on behalf of the Fund is 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 the 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, the Fund may pay higher brokerage commissions in return
for brokerage and research services. In selecting broker-dealers to execute
the 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 Fund. 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, or 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.
With respect to equity and fixed income securities, Price-Fleming may
effect principal transactions on behalf of the Fund with a broker or dealer
PAGE 181
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.
Price-Fleming may cause the 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 the 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.
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 the Fund will not necessarily be used by Price-
Fleming exclusively in connection with the management of the Fund.
PAGE 182
Some of Price-Fleming's other clients have investment objectives and
programs similar to those of the Fund. Price-Fleming may occasionally make
recommendations to other clients which result in their purchasing or selling
securities simultaneously with the Fund. 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.
The Fund does not allocate 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 the 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 the 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 the Fund's portfolio transactions may be
placed with affiliates of Robert Fleming and JFG who may receive a commission.
The Board of Directors 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
PAGE 183
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 Investment Company Act of 1940 (the "1940 Act") and
Rule 17e-1 thereunder which require the Fund's 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 Fund. 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 the Fund to
seek to take advantage of them.
During the year 1993, the Fund paid JFS and RF&Co. $1,198,000 and
$100,000, respectively, in total brokerage commissions in connection with
their portfolio transactions. The brokerage commissions paid to JFS and
RF&Co. represented 22%, and 1%, respectively, of the Fund's aggregate
brokerage commissions paid during 1993. The aggregate dollar amount of
transactions effected through JFS and RF&Co., involving the payment of
commissions, represented 18% and 2%, respectively, of the aggregate dollar
amount of all transactions involving the payment of commissions during 1993.
In accordance with the written procedures adopted pursuant to Rule 17e-1, the
independent directors of the Fund reviewed the 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
For the years 1993, 1992, and 1991, the total brokerage commissions
paid by the Fund, including the discounts received by securities dealers in
connection with underwritings, were $5,419,000, $4,052,000, and $3,119,000,
respectively. Of these commissions, approximately 76%, 85%, and 90%,
respectively, were paid to firms which provided research, statistical, or
other services to Price-Fleming in connection with the management of the Fund
or, in some cases, to the Fund.
The portfolio turnover rate of the Fund for each of the last three
years has been as follows: 1993--29.8%, 1992--37.8%, and 1991--45.0%,
respectively.
PRICING OF SECURITIES
Equity securities listed or regularly traded on a securities exchange
(including NASDAQ) are valued at the last quoted sales price on the day the
valuations are made. A security which is listed or traded on more than one
exchange is valued at the quotation on the exchange determined to be the
primary market for such security. Other equity securities and those listed
securities that are not traded on a particular day are valued at a price
within the limits of the latest bid and asked prices deemed by the Board of
Directors or by persons delegated by the Board, best to reflect fair value.
PAGE 184
Debt securities are generally traded in the over-the-counter market and
are valued at a price deemed best to reflect fair value as quoted by dealers
who make markets in these securities or by an independent pricing service.
Short-term debt securities are valued at their cost in local currency which,
when combined with accrued interest, approximates fair value.
For purposes of determining the Fund's net asset value per share, all
assets and liabilities initially expressed in foreign currencies are converted
into U.S. dollars at the mean of the bid and offer prices of such currencies
against U.S. dollars quoted by a major bank.
Assets and liabilities for which the above valuation procedures are
inappropriate or are deemed not to reflect fair value are stated at fair value
as determined in good faith by or under the supervision of the officers of the
Fund, as authorized by the Board of Directors.
Trading in the portfolio securities of the Fund may take place in
various foreign markets on certain days (such as Saturday) when the Fund is
not open for business and does not calculate its net asset value. In
addition, trading in the Fund's portfolio securities may not occur on days
when the Fund is open. The calculation of the Fund's net asset value normally
will not take place contemporaneously with the determination of the value of
the Fund's portfolio securities. Events affecting the values of portfolio
securities that occur between the time their prices are determined and the
time the Fund's net asset value is calculated will not be reflected in the
Fund's net asset value unless Price-Fleming, under the supervision of the
Fund's Board of Directors, determines that the particular event should be
taken into account in computing the Fund's net asset value.
NET ASSET VALUE PER SHARE
The purchase and redemption price of the Fund's shares is equal to the
Fund's net asset value per share or share price. The Fund determines its net
asset value per share by subtracting its liabilities (including accrued
expenses and dividends payable) from its total assets (the market value of the
securities the Fund holds plus cash and other assets, including income accrued
but not yet received) and dividing the result by the total number of shares
outstanding. The net asset value per share of the Fund is calculated as of
the close of trading on the New York Stock Exchange ("NYSE") every day the
NYSE is open for trading. The NYSE is closed on the following days: New
Year's Day, Washington's Birthday, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.
Determination of net asset value (and the offering, sale, redemption
and repurchase of shares) for the Fund may be suspended at times (a) during
which the NYSE is closed, other than customary weekend and holiday closings,
(b) during which trading on the NYSE is restricted (c) during which an
emergency exists as a result of which disposal by the Fund of securities owned
by it is not reasonably practicable or it is not reasonably practicable for
the Fund fairly to determine the value of its net assets, or (d) during which
a governmental body having jurisdiction over the Fund may by order permit such
a suspension for the protection of the Fund's shareholders; provided that
applicable rules and regulations of the Securities and Exchange Commission (or
any succeeding governmental authority) shall govern as to whether the
conditions prescribed in (b), (c) or (d) exist.
PAGE 185
DIVIDENDS
Unless you elect otherwise, dividends and capital gain distributions
will be reinvested on the reinvestment date using the NAV per share of that
date. The reinvestment date normally precedes the payment date by about 10
days although the exact timing is subject to change.
TAX STATUS
The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended ("Code").
Dividends and distributions paid by the Fund are not eligible for the
dividends-received deduction for corporate shareholders, if as expected, none
of the Fund's income consists of dividends paid by United States corporations.
Capital gain distributions paid from the Fund are never eligible for this
deduction. For tax purposes, it does not make any difference whether
dividends and capital gain distributions are paid in cash or in additional
shares. The Fund must declare dividends equal to at least 98% of ordinary
income (as of December 31) and capital gains (as of October 31) in order to
avoid a federal excise tax and distribute 100% of ordinary income and capital
gains as of December 31 to avoid federal income tax.
Foreign currency gains and losses, including the portion of gain or
loss on the sale of debt securities attributable to foreign exchange rate
fluctuations are taxable as ordinary income. If the net effect of these
transactions is a gain, the dividend paid by the Fund will be increased; if
the result is a loss, the income dividend paid by the Fund will be decreased.
Adjustments, to reflect these gains and losses will be made at the end of the
Fund's taxable year.
At the time of your purchase, the Fund's net asset value may reflect
undistributed income, capital gains or net unrealized appreciation or
depreciation of securities held by the Fund. A subsequent distribution to you
of such amounts, although constituting a return of your investment, would be
taxable either as dividends or capital gain distributions. For federal income
tax purposes, the Fund is permitted to carry forward its net realized capital
losses, if any, for eight years, and realize net capital gains up to the
amount of such losses without being required to pay taxes on, or distribute
such gains. On March 31, 1994, the books of the Fund indicated that the
Fund's aggregate net assets included undistributed net income of $__________,
net realized capital losses of $_________, and unrealized appreciation of
$___________.
Income received by the Fund from sources within various foreign
countries will be subject to foreign income taxes withheld at the source.
Under the Code, if more than 50% of the value of the Fund's total assets at
the close of its taxable year comprise securities issued by foreign
corporations, the Fund may file an election with the Internal Revenue Service
to "pass through" to the Fund's shareholders the amount of any foreign income
taxes paid by the Fund. Pursuant to this election, shareholders will be
required to: (i) include in gross income, even though not actually received,
their respective pro rata share of foreign taxes paid by the Fund; (ii) treat
their pro rata share of foreign taxes as paid by them; and (iii) either deduct
their pro rata share of foreign taxes in computing their taxable income, or
PAGE 186
use it as a foreign tax credit against U.S. income taxes (but not both). No
deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions.
The Fund intends to meet the requirements of the Code to "pass through"
to its shareholders foreign income taxes paid, but there can be no assurance
that the Fund will be able to do so. Each shareholder will be notified within
60 days after the close of each taxable year of the Fund, if the Fund will
"pass through" foreign taxes paid for that year, and, if so, the amount of
each shareholder's pro rata share (by country) of (i) the foreign taxes paid,
and (ii) the Fund's gross income from foreign sources. Of course,
shareholders who are not liable for federal income taxes, such as retirement
plans qualified under Section 401 of the Code, will not be affected by any
such "pass through" of foreign tax credits.
If, in any taxable year, the Fund should not qualify as a regulated
investment company under the Code: (i) the Fund would be taxed at normal
corporate rates on the entire amount of its taxable income without deduction
for dividends or other distributions to shareholders; (ii) the Fund's
distributions to the extent made out of the Fund's current or accumulated
earnings and profits would be taxable to shareholders as ordinary dividends
(regardless of whether they would otherwise have been considered capital gain
dividends), and may qualify for the 70% deduction for dividends received by
corporations; and (iii) foreign tax credits would not "pass through" to
shareholders.
Taxation of Foreign Shareholders
The Code provides that dividends from net income (which are deemed to
include for this purpose each shareholder's pro rata share of foreign taxes
paid by the Fund - see discussion of "pass through" of the foreign tax credit
to U.S. shareholders), will be subject to U.S. tax. For shareholders who are
not engaged in a business in the U.S., this tax would be imposed at the rate
of 30% upon the gross amount of the dividend in the absence of a Tax Treaty
providing for a reduced rate or exemption from U.S. taxation. Distributions
of net long-term capital gains realized by the Fund are not subject to tax
unless the foreign shareholder is a nonresident alien individual who was
physically present in the U.S. during the tax year for more than 182 days.
CAPITAL STOCK
The T. Rowe Price International Funds, Inc. (the "Corporation") was
originally organized in 1979 as a Maryland corporation under the name T. Rowe
Price International Fund, Inc. ("the Old Corporation"). Pursuant to the
Annual Meeting of Shareholders held on April 22, 1986, an Agreement and Plan
of Reorganization and Liquidation was adopted in order to convert the Old
Corporation from a Maryland corporation to a Massachusetts Business Trust,
named the T. Rowe Price International Trust ("the Trust"). This conversion
became effective on May 1, 1986. Pursuant to the Annual Meeting of
Shareholders held on April 19, 1990, an Agreement and Plan of Reorganization
and Liquidation was adopted in order to convert the Trust from a Massachusetts
Business Trust to a Maryland corporation. This conversion become effective
May 1, 1990. The Corporation is registered with the Securities and Exchange
Commission under the 1940 Act as a diversified, open-end investment company,
commonly known as a "mutual fund."
PAGE 187
Currently, the Corporation consists of nine series, each of which
represents a separate class of the Corporation's shares and has different
objectives and investment policies. The International Bond Fund was added as
a separate series of the Trust in 1986, and the designation of the existing
series of the Trust was, at that time, changed to the International Stock
Fund. In 1988 and 1990, respectively, the International Discovery and
European Stock Funds were added as separate series of the Trust. Effective
May 1, 1990, all series of the Trust became series of the Corporation. In the
same year, after the May 1, 1990 reorganization, the New Asia and Global
Government Bond Funds were added as separate series of the Corporation. The
Japan, Short-Term Global Income and Latin America Funds were added as separate
series of the Corporation in 1991, 1992, and 1993, respectively. The Short-
Term Global Income, Global Government Bond and International Bond Funds are
described in a separate Statement of Additional Information. The Charter also
provides that the Board of Directors may issue additional series of shares.
The Fund's Charter authorizes the Board of Directors to classify and
reclassify any and all shares which are then unissued, including unissued
shares of capital stock into any number of classes or series, each class or
series consisting of such number of shares and having such designations, such
powers, preferences, rights, qualifications, limitations, and restrictions, as
shall be determined by the Board subject to the Investment Company Act and
other applicable law. The shares of any such additional classes or series
might therefore differ from the shares of the present class and series of
capital stock and from each other as to preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption, subject to applicable
law, and might thus be superior or inferior to the capital stock or to other
classes or series in various characteristics. The Board of Directors may
increase or decrease the aggregate number of shares of stock or the number of
shares of stock of any class or series that the Fund has authorized to issue
without shareholder approval.
Each share of each series has equal voting rights with every other
share of every other series, and all shares of all series vote as a single
group except where a separate vote of any class or series is required by the
1940 Act, the laws of the State of Maryland, the Corporation's Articles of
Incorporation, the By-Laws of the Corporation, or as the Board of Directors
may determine in its sole discretion. Where a separate vote is required with
respect to one or more classes or series, then the shares of all other classes
or series vote as a single class or series, provided that, as to any matter
which does not affect the interest of a particular class or series, only the
holders of shares of the one or more affected classes or series is entitled to
vote. The preferences, rights, and other characteristics attaching to any
series of shares, including the present series of capital stock, might be
altered or eliminated, or the series might be combined with another series, by
action approved by the vote of the holders of a majority of all the shares of
all series entitled to be voted on the proposal, without any additional right
to vote as a series by the holders of the capital stock or of another affected
series.
Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares held) and will vote in the election of
or removal of directors (to the extent hereinafter provided) and on other
matters submitted to the vote of shareholders. There will normally be no
meetings of shareholders for the purpose of electing directors unless and
PAGE 188
until such time as less than a majority of the directors holding office have
been elected by shareholders, at which time the directors then in office will
call a shareholders' meeting for the election of directors. Except as set
forth above, the directors shall continue to hold office and may appoint
successor directors. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in the election of directors can, if they
choose to do so, elect all the directors of the Fund, in which event the
holders of the remaining shares will be unable to elect any person as a
director. As set forth in the By-Laws of the Corporation, a special meeting
of shareholders of the Corporation shall be called by the Secretary of the
Corporation on the written request of shareholders entitled to cast at least
10% of all the votes of the Corporation, entitled to be cast at such meeting.
Shareholders requesting such a meeting must pay to the Corporation the
reasonably estimated costs of preparing and mailing the notice of the meeting.
The Corporation, however, will otherwise assist the shareholders seeking to
hold the special meeting in communicating to the other shareholders of the
Corporation to the extent required by Section 16(c) of the 1940 Act.
FEDERAL AND STATE REGISTRATION OF SHARES
The Fund's shares are registered for sale under the Securities Act of
1933, and the Fund or its shares are registered under the laws of all states
which require registration, as well as the District of Columbia and Puerto
Rico.
LEGAL COUNSEL
Shereff, Friedman, Hoffman, & Goodman, whose address is 919 Third
Avenue, New York, New York 10022, is legal counsel to the Fund.
INDEPENDENT ACCOUNTANTS
Price Waterhouse, 7 St. Paul Street, Suite 1700, Baltimore, Maryland
21202, are independent accountants to the Fund. The financial statements of
the Fund for the ten months ended October 31, 1993, and the report of
independent accountants are included in the Fund's Annual Report for the ten
months ended October 31, 1993, on pages 9-21. A copy of the Annual Report
accompanies this Statement of Additional Information. The following financial
statements and the report of independent accountants appearing in the Annual
Report for the ten months ended October 31, 1993, are incorporated into this
Statement of Additional Information by reference:
PAGE 189
Annual Report
Page
_______________
Report of Independent Accountants 21
Statement of Net Assets, October 31, 1993 9-14
Statement of Operations, ten months ended October 31, 1993
and year ended December 31, 1992 15
Statement of Changes in Net Assets, ten months ended
October 31, 1993 and years ended December 31, 1992
and December 31, 1991 16
Notes to Financial Statements, October 31, 1993 17-19
Financial Highlights 20
PAGE 190
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements.
International Stock, International Discovery, European Stock, New
Asia and Japan Funds
Condensed Financial Information (Financial Highlights) for the
Funds is included in Part A of the Registration Statement.
Statement of Net Assets, Statement of Operations, and Statement of
Changes in Net Assets of the International Stock, International
Discovery, European Stock, New Asia and Japan Funds are included
in each Fund's Annual Report to Shareholders, the pertinent
portions of which are incorporated by reference in Part B of the
Registration Statement.
Latin America Fund:
Inapplicable.
International Bond, Global Government Bond and Short-Term Global
Income Funds
Condensed Financial Information (Financial Highlights) for the
Funds is included in Part A of the Registration Statement.
Portfolio of Investments, Statement of Assets and Liabilities,
Statement of Operations, and Statement of Changes in Net Assets of
the Global Government Bond, International Bond and Short-Term
Global Income Funds are included in each Fund's Annual Report to
Shareholders, the pertinent portions of which are incorporated by
reference in Part B of the Registration Statement.
(b) Exhibits.
(1)(a) Articles of Amendment and Restatement of T. Rowe Price
International Funds, Inc., dated February 16, 1990
(filed with Amendment No. 19)
(1)(b) Articles Supplementary of T. Rowe Price International
Funds, Inc., dated March 4, 1991 (filed with Amendment
No. 30)
(1)(c) Articles of Amendment of T. Rowe Price International
Funds, Inc., dated May 1, 1991 (filed with Amendment No.
30)
(1)(d) Articles Supplementary of T. Rowe Price International
Funds, Inc., dated October 18, 1991 (filed with
Amendment No. 30)
PAGE 191
(1)(e) Articles Supplementary of T. Rowe Price International
Funds, Inc., dated May 4, 1992 (filed with Amendment No.
35)
(1)(f) Articles Supplementary of T. Rowe Price International
Funds, Inc., dated November 4, 1993
(1)(g) Articles Supplementary of T. Rowe Price International
Funds, Inc. dated February 18, 1994
(2) By-Laws of Registrant, as amended to May 1, 1991 and
September 30, 1993
(3) Inapplicable
(4)(a) Specimen Stock Certificate for International Bond Fund
(filed with Amendment No. 10)
(4)(b) Specimen Stock Certificate for International Stock Fund
(filed with Amendment No. 10)
(4)(c) Specimen Stock Certificate for International Discovery
Fund (filed with Amendment No. 14)
(4)(d) Specimen Stock Certificate for European Stock Fund
(filed with Amendment No. 18)
(4)(e) Specimen Stock Certificate for New Asia Fund (filed with
Amendment No. 21)
(4)(f) Specimen Stock Certificate for Global Government Bond
Fund (filed with Amendment No. 24)
(4)(g) T. Rowe Price Japan Fund and T. Rowe Price Short-Term
Global Income Fund. See Article FIFTH, Capital Stock,
Paragraphs (A)-(E) of the Articles of Amendment and
Restatement filed with Amendment No. 19, Article II,
Shareholders, Sections 2.01-2.11 and Article VIII,
Capital Stock, Sections 8.01-8.06 of the Bylaws filed as
an Exhibit to this Registration Statement.
(5)(a) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price International Bond Fund, dated May 1, 1990
(filed with Amendment No. 33)
(5)(b) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price International Stock Fund, dated May 1, 1990
(filed with Amendment No. 33)
(5)(c) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price International Discovery Fund, dated May 1,
1991 (filed with Amendment No. 33)
PAGE 192
(5)(d) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price European Stock Fund, dated May 1, 1990 (filed
with Amendment No. 27)
(5)(e) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price New Asia Fund, dated May 1, 1991 (filed with
Amendment No. 33)
(5)(f) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price Global Government Bond Fund, dated November
7, 1990 (filed with Amendment No. 25)
(5)(g) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price Japan Fund, dated November 6, 1991 (filed
with Amendment No. 31)
(5)(h) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price Short-Term Global Income Fund, dated April
23, 1992 (filed with Amendment No. 36)
(5)(i) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., on behalf of T.
Rowe Price Latin America Fund, dated November 3, 1993
(6) Underwriting Agreement between Registrant and T. Rowe
Price Investment Services, Inc. (filed with Amendment
No. 10)
(7) Inapplicable
(8)(a) Custodian Agreement between T. Rowe Price Funds and
State Street Bank and Trust Company dated September 28,
1987, as amended June 24, 1988, October 19, 1988,
February 22, 1989, July 19, 1989, September 15, 1989,
December 15, 1989, December 20, 1989, January 25, 1990,
February 21, 1990, June 12, 1990, July 18, 1990, October
15, 1990, February 13, 1991, March 6, 1991, September
12, 1991, November 6, 1991, April 23, 1992, September 2,
1992, November 3, 1992, December 16, 1992, December 21,
1992, January 28, 1993, April 22, 1993, September 16,
1993, and November 3, 1993
(8)(b) Subcustodian Agreement between The Chase Manhattan Bank,
N.A., and State Street Bank and Trust Company, dated
September 1, 1985 (filed with Amendment No. 7)
(8)(c) Subcustodian Agreement between Registrant, on behalf of
T. Rowe Price International Bond Fund, T. Rowe Price
International Discovery Fund, European Stock Fund, New
Asia Fund, Global Government Bond Fund, Japan Fund,
Short-Term Global Income Fund and Latin America Fund
PAGE 193
State Street Bank and Trust Company, and The Chase
Manhattan Bank, N.A. dated January 1, 1989 as amended
February 12, 1990, July 18, 1990, October 15, 1990,
November 6, 1991, April 23, 1992, and November 3, 1993
(9)(a) Transfer Agency and Service Agreement between T. Rowe
Price Services, Inc. and T. Rowe Price Funds, dated
January 1, 1994
(9)(b) Agreement between T. Rowe Price Associates, Inc. and T.
Rowe Price Funds for Fund Accounting Services, dated
January 1, 1994
(9)(c) Agreement between T. Rowe Price Retirement Plan
Services, Inc. and the Taxable Funds, dated January 1,
1994
(10) Inapplicable
(11) Consents of Independent Accountants
(12) Inapplicable
(13) Inapplicable
(14) Inapplicable
(15) Inapplicable
(16)(a) Total Return Performance Methodology
(16)(b) T. Rowe Price Global Government Bond Fund; T. Rowe Price
International Bond Fund; and T. Rowe Price Short-Term
Global Income Fund. The Registrant hereby incorporates
by reference the methodology used in calculating the
performance information included in Post-Effective
Amendment No. 34 and Amendment No. 12 of the T. Rowe
Price New Income Fund, Inc. (SEC. File Nos. 2-48848 and
811-2396) dated April 27, 1988.
Item 25. Persons Controlled by or Under Common Control With Registrant.
None.
Item 26. Number of Holders of Securities
As of October 31, 1993, there were 189,000 shareholders in the T.
Rowe Price International Stock Fund.
As of October 31, 1993, there were 27,000 shareholders in the T.
Rowe Price International Discovery Fund.
As of October 31, 1993, there were 27,000 shareholders in the T.
Rowe Price European Stock Fund.
PAGE 194
As of October 31, 1993, there were 106,000 shareholders in the T.
Rowe Price New Asia Fund.
As of December 31, 1993, there were 3,000 shareholders in the T.
Rowe Price Global Government Bond Fund.
As of December 31, 1993, there were 31,000 shareholders in the T.
Rowe Price International Bond Fund.
As of December 31, 1993, there were 5,000 shareholders in the T.
Rowe Price Short-Term Global Income Fund.
As of October 31, 1993, there were 9,000 shareholders in the T.
Rowe Price Japan Fund.
As of December 15, 1993, there were zero shareholders in the T.
Rowe Price Latin America Fund.
Item 27. Indemnification
The Registrant maintains comprehensive Errors and Omissions and Officers and
Directors insurance policies written by the Evanston Insurance Company, The
Chubb Group and ICI Mutual. These policies provide coverage for the named
insureds, which include T. Rowe Price Associates, Inc. ("Price Associates"),
Rowe Price-Fleming International, Inc., T. Rowe Price Investment Services,
Inc., T. Rowe Price Services, Inc., T. Rowe Price Trust Company, T. Rowe Price
Stable Asset Management, Inc., RPF International Bond Fund and thirty-three
other investment companies, namely, T. Rowe Price Growth Stock Fund, Inc., T.
Rowe Price New Horizons Fund, Inc., T. Rowe Price New Era Fund, Inc., T. Rowe
Price New Income Fund, Inc., T. Rowe Price Prime Reserve Fund, Inc., T. Rowe
Price Tax-Free Income Fund, Inc., T. Rowe Price Tax-Exempt Money Fund, Inc.,
T. Rowe Price Growth & Income Fund, Inc., T. Rowe Price Tax-Free
Short-Intermediate Fund, Inc., T. Rowe Price Short-Term Bond Fund, Inc., T.
Rowe Price High Yield Fund, Inc., T. Rowe Price Tax-Free High Yield Fund,
Inc., T. Rowe Price New America Growth Fund, T. Rowe Price Equity Income Fund,
T. Rowe Price GNMA Fund, T. Rowe Price Capital Appreciation Fund, T. Rowe
Price State Tax-Free Income Trust, T. Rowe Price California Tax-Free Income
Trust, T. Rowe Price Science & Technology Fund, Inc., T. Rowe Price Small-Cap
Value Fund, Inc., Institutional International Funds, Inc., T. Rowe Price U.S.
Treasury Funds, Inc., T. Rowe Price Index Trust, Inc., T. Rowe Price Spectrum
Fund, Inc., T. Rowe Price Balanced Fund, Inc., T. Rowe Price Adjustable Rate
U.S. Government Fund, Inc., T. Rowe Price Mid-Cap Growth Fund, Inc., T. Rowe
Price OTC Fund, Inc., T. Rowe Price Tax-Free Insured Intermediate Bond Fund,
Inc., T. Rowe Price Dividend Growth Fund, Inc., T. Rowe Price Blue Chip Growth
Fund, Inc., T. Rowe Price Summit Funds, Inc., and T. Rowe Price Summit
Municipal Funds, Inc. The Registrant and the thirty-three investment
companies listed above, with the exception of T. Rowe Price Index Trust, Inc.
and Institutional International Funds, Inc., will be collectively referred to
as the Price Funds. With respect to all such Price Funds excluding the
Registrant and Institutional International Funds, Inc., their investment
manager is Price Associates. The investment manager to the Registrant, and
Institutional International Funds, Inc. is Rowe Price-Fleming International,
Inc. ("Manager") which is 50% owned by TRP Finance, Inc., a wholly-owned
subsidiary of Price Associates, 25% owned by Copthall Overseas Limited, a
wholly-owned subsidiary of Robert Fleming Holdings Limited, and 25% owned by
Jardine Fleming International Holdings Limited. In addition to the corporate
PAGE 195
insureds, the policies also cover the officers, directors, and employees of
each of the named insureds. The premium is allocated among the named
corporate insureds in accordance with the provisions of Rule 17d-1(d)(7) under
the Investment Company Act of 1940.
Article X, Section 10.01 of the Registrant's By-Laws provides as
follows:
Section 10.01. Indemnification and Payment of Expenses in
Advance: The Corporation shall indemnify any individual ("Indemnitee")
who is a present or former director, officer, employee, or agent of the
Corporation, or who is or has been serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, who,
by reason of his position was, is, or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter
collectively referred to as a "Proceeding") against any judgments,
penalties, fines, settlements, and reasonable expenses (including
attorneys' fees) incurred by such Indemnitee in connection with any
Proceeding, to the fullest extent that such indemnification may be
lawful under Maryland law. The Corporation shall pay any reasonable
expenses so incurred by such Indemnitee in defending a Proceeding in
advance of the final disposition thereof to the fullest extent that such
advance payment may be lawful under Maryland law. Subject to any
applicable limitations and requirements set forth in the Corporation's
Articles of Incorporation and in these By-Laws, any payment of
indemnification or advance of expenses shall be made in accordance with
the procedures set forth in Maryland law.
Notwithstanding the foregoing, nothing herein shall protect or
purport to protect any Indemnitee against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of his office ("Disabling Conduct").
Anything in this Article X to the contrary notwithstanding, no
indemnification shall be made by the Corporation to any Indemnitee
unless:
(a) there is a final decision on the merits by a court or other
body before whom the Proceeding was brought that the
Indemnitee was not liable by reason of Disabling Conduct; or
(b) in the absence of such a decision, there is a reasonable
determination, based upon a review of the facts, that the
Indemnitee was not liable by reason of Disabling Conduct,
which determination shall be made by:
(i) the vote of a majority of a quorum of directors who
are neither "interested persons" of the Corporation as
defined in Section 2(a)(19) of the Investment Company
Act of 1940, nor parties to the Proceeding; or
(ii) an independent legal counsel in a written opinion.
PAGE 196
Anything in this Article X to the contrary notwithstanding, any
advance of expenses by the Corporation to any Indemnitee shall be made
only upon the undertaking by such Indemnitee to repay the advance unless
it is ultimately determined that such Indemnitee is entitled to
indemnification as above provided, and only if one of the following
conditions is met:
(a) the Indemnitee provides a security for his undertaking; or
(b) the Corporation shall be insured against losses arising by
reason of any lawful advances; or
(c) there is a determination, based on a review of readily
available facts, that there is reason to believe that the
Indemnitee will ultimately be found entitled to
indemnification, which determination shall be made by:
(i) a majority of a quorum of directors who are neither
"interested persons" of the Corporation as defined in
Section 2(a)(19) of the Investment Company Act, nor
parties to the Proceeding; or
(ii) an independent legal counsel in a written opinion.
Section 10.02 of the Registrant's By-Laws provides as follows:
Section 10.02. Insurance of Officers, Directors, Employees and
Agents: To the fullest extent permitted by applicable Maryland law and
by Section 17(h) of the Investment Company Act, as from time to time
amended, the Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of
the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by him in or
arising out of his position, whether or not the Corporation would have
the power to indemnify him against such liability.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
PAGE 197
Item 28. Business and Other Connections of Investment Manager.
M. David Testa, who is Chairman of the Board of the Manager, is
presently a Managing Director of Price Associates and a Director of Fleming
International Fixed Interest Management Limited.
George J. Collins, a Director of the Manager, is Chief Executive
Officer, President, and Managing Director of Price Associates.
D. William J. Garrett, a Director of the Manager, is Chairman of Robert
Fleming Securities Limited, a Director of Robert Fleming Holdings Limited
("Robert Fleming Holdings"), a parent of the Manager which is a United Kingdom
holding company duly organized and existing under the laws of the United
Kingdom, Robert Fleming Management Services Limited, Robert Fleming Management
Services Limited, Robert Fleming & Co. Limited, and Fleming Investments
Limited. Mr. Garrett also serves as Director and/or officer of other
companies related to or affiliated with the above listed companies.
P. John Manser, a Director of the Manager, is Chief Executive of Robert
Fleming Holdings, Chairman of Robert Fleming & Co. Limited, Director of
Jardine Fleming Group Limited, Robert Fleming Management Services Limited,
Fleming Investment Management Limited, Robert Fleming Asset Management
Limited, Jardine Fleming Holdings Limited, and Robert Fleming Asset Management
Limited and also serves as a director of the U.K. Securities and Investments
Board. Mr. Manser also serves as Director and/or officer of other companies
related to or affiliated with the above listed companies.
George A. Roche, a Vice President and a Director of the Manager, is
Chief Financial Officer and a Managing Director of Price Associates.
Charles H. Salisbury, Jr., a Vice President and a Director of the
Manager, is a Managing Director of Price Associates.
Alan H. Smith, a Director of the Manager, is Managing Director of
Jardine Fleming Group Limited and Jardine Fleming Holdings Limited, Chairman
of Jardine Fleming Investment Management Limited, Jardine Fleming & Company
Limited and Jardine Fleming Securities Limited and a Director of Robert
Fleming Holdings. Mr. Smith also serves as Director and/or officer of other
companies related to or affiliated with the above listed companies.
Alvin M. Younger, Jr., the Secretary and Treasurer of the Manager, is a
Managing Director and the Secretary and Treasurer of Price Associates.
With the exception of Christopher D. Alderson, Peter B. Askew, David P.
Boardman, Richard J. Bruce, Ann B. Cranmer, Mark J. T. Edwards, John R. Ford,
Stephen Ilott, Christopher Rothery, James B. M. Seddon, Benedict R. F. Thomas,
David J. L. Warren, and Martin G. Wade, all officers of the Manager are
officers and/or employees of Price Associates and may also be officers and/or
directors of one or more subsidiaries of Price Associates and/or one or more
of the registered investment companies which Price Associates or the Manager
serves as investment adviser. Messrs. Boardman and Askew, Executive Vice
President and Vice President of the Manager, respectively, and Messrs. Ilott
and Rothery are employees of Fleming International Fixed Interest Management
Limited, an investment adviser registered under the Investment Advisers Act of
1940. Ms. Cranmer is an employee of Fleming Investment Management Limited.
PAGE 198
Mr. Wade, who is President of the Manager, is also a Non-Executive Director of
Holdings.
RPFI International Partners, Limited Partnership, is a Delaware limited
partnership organized in 1985 for the purpose of investing in a diversified
group of small and medium-sized rapidly growing non- U.S. companies. The
Manager is the general partner of this partnership, and certain clients of the
Manager are its limited partners.
See also "Management of Fund," in the Registrant's Statement of
Additional Information.
Item 29. Principal Underwriters.
(a) The principal underwriter for the Registrant is Investment
Services. Investment Services acts as the principal underwriter for the
other thirty-three Price Funds. Investment Services is a wholly-owned
subsidiary of the Manager, is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. Investment Services has been
formed for the limited purpose of distributing the shares of the Price
Funds and will not engage in the general securities business. Since the
Price Funds are sold on a no-load basis, Investment Services will not
receive any commissions or other compensation for acting as principal
underwriter.
(b) The address of each of the directors and officers of Investment
Services listed below is 100 East Pratt Street, Baltimore, Maryland
21202.
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
___________________ _____________________ _____________________
James S. Riepe President and Director Vice President
Henry H. Hopkins Vice President and Vice President
Director
Mark E. Rayford Director None
Charles E. Vieth Vice President and None
Director
Patricia M. Archer Vice President None
Edward C. Bernard Vice President None
Joseph C. Bonasorte Vice President None
Meredith C. Callanan Vice President None
Victoria C. Collins Vice President None
Christopher W. Dyer Vice President None
Mark S. Finn Vice President and None
Assistant Controller
Forrest R. Foss Vice President None
Patricia O. Goodyear Vice President None
James W. Graves Vice President None
Andrea G. Griffin Vice President None
Thomas Grizzard Vice President None
David J. Healy Vice President None
Joseph P. Healy Vice President None
Walter J. Helmlinger Vice President None
PAGE 199
Eric G. Knauss Vice President None
Douglas G. Kremer Vice President None
Sharon Renae Krieger Vice President None
Keith Wayne Lewis Vice President None
David A. Lyons Vice President None
Sarah McCafferty Vice President None
Maurice A. Minerbi Vice President None
George A. Murnaghan Vice President Vice President
Steven E. Norwitz Vice President None
Kathleen M. O'Brien Vice President None
Charles S. Peterson Vice President None
Pamela D. Preston Vice President None
Lucy B. Robins Vice President None
John R. Rockwell Vice President None
William F. Wendler, II Vice President Vice President
Jane F. White Vice President None
Thomas R. Woolley Vice President None
Alvin M. Younger, Jr. Secretary and Treasurer None
Joseph P. Croteau Controller None
Catherine L. Berkenkemper Assistant Vice President None
Patricia S. Butcher Assistant Vice President None
Laura H. Chasney Assistant Vice President None
George H. Finney Assistant Vice President None
John A. Galateria Assistant Vice President None
Keith J. Langrehr Assistant Vice President None
C. Lillian Matthews Assistant Vice President None
Tom J. Mauer Assistant Vice President None
Janice D. McCrory Assistant Vice President None
Sandra J. McHenry Assistant Vice President None
JeanneMarie B. Patella Assistant Vice President None
Arthur J. Siber Assistant Vice President None
Mary A. Tamberrino Assistant Vice President None
Monica R. Tucker Assistant Vice President None
Linda C. Wright Assistant Vice President None
Nolan L. North Assistant Treasurer None
Barbara A. VanHorn Assistant Secretary None
(c) Not applicable. Investment Services will not receive any
compensation with respect to its activities as underwriter for the Price
Funds since the Price Funds are sold on a no-load basis.
Item 30. Location of Accounts and Records.
All accounts, books, and other documents required to be maintained
by T. Rowe Price International Funds, Inc. under Section 31(a) of
the Investment Company Act of 1940 and the rules thereunder will
be maintained by T. Rowe Price International Funds, Inc. at its
offices at 100 East Pratt Street, Baltimore, Maryland 21202.
Transfer, dividend disbursing, and shareholder service activities
are performed by T. Rowe Price Services, Inc., at 100 East
Pratt Street, Baltimore, Maryland 21202. Custodian activities for
T. Rowe Price International Funds, Inc. are performed at State
Street Bank and Trust Company's Service Center (State Street
South), 1776 Heritage Drive, Quincy, Massachusetts 02171. Custody
of Fund portfolio securities which are purchased outside the
United States is maintained by The Chase Manhattan Bank, N.A.,
PAGE 200
London in its foreign branches or with other U.S. banks. The
Chase Manhattan Bank, N.A., London is located at Woolgate House,
Coleman Street, London EC2P 2HD, England.
Item 31. Management Services.
Registrant is not a party to any management related service
contract, other than as set forth in the Prospectus.
Item 32. Undertakings.
(a) Inapplicable.
(b) The Latin America Fund will file, within four to six months from
the effective date of its registration statement, a post-effective
amendment using financial statements which need not be certified.
(c) If requested to do so by the holders of at least 10% of all votes
entitled to be cast, the Registrant will call a meeting of
shareholders for the purpose of voting on the question of removal
of a director or directors and will assist in communications with
other shareholders to the extent required by Section 16(c).
(d) Each series of the Registrant agrees to furnish, upon request and
without change, a copy of its latest Annual Report to each person
to whom its prospectus is delivered.
PAGE 201
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 28th day of February, 1994.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
/s/M. David Testa
By: M. David Testa
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
_________ ______ _____
/s/M. David Testa
M. David Testa Chairman of the Board February 28, 1994
(Chief Executive Officer)
/s/Carmen F. Deyesu
Carmen F. Deyesu Treasurer (Chief Financial February 28, 1994
Officer)
/s/Martin G. Wade
Martin G. Wade President and Director February 28, 1994
/s/Leo C. Bailey
Leo C. Bailey Director February 28, 1994
/s/Anthony W. Deering
Anthony W. Deering Director February 28, 1994
/s/Donald W. Dick, Jr.
Donald W. Dick, Jr. Director February 28, 1994
/s/Addison Lanier
Addison Lanier Director February 28, 1994
PAGE 1
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
T. ROWE PRICE INTERNATIONAL FUND, INC.
T. Rowe Price International Fund, Inc., a Maryland corporation (the
"Corporation") having its principal office at Baltimore City, Maryland, hereby
certifies to the State Department of Assessments and Taxation that:
FIRST: The Corporation desires to amend and restate its charter.
SECOND: The amendment and restatement of the Corporation's charter
was approved by a majority of the entire Board of Directors and no stock
entitled to be voted on the amendment was outstanding or subscribed for at the
time of approval.
THIRD: (a) The total number of shares of all classes of stock of
the Corporation heretofore authorized, and the number and par value of the
shares of each class are as follows:
[ 200,000,000 shares of a single class of the par value of One
Dollar ($1.00) per share, having an aggregate par value of Two Hundred Million
Dollars ($200,000,000 ]
(b) The total number of shares of all classes of stock of
the Corporation is hereby increased, and the number and par value of the
shares of each class are as follows:
One Billion (1,000,000,000) shares, par value One Cent ($0.01) per
share, having an aggregate par value of Ten Million Dollars ($10,000,000), of
common stock, subject to the authority of the Board of Directors to classify
or reclassify any such shares.
FOURTH: The current address of the principal office of the
Corporation in the State of Maryland is 100 East Pratt Street, Baltimore,
Maryland 21202.
FIFTH: The Corporation currently has one director director in
office, M. David Testa.
SIXTH: The Articles of Amendment and Restatement are as follows:
PAGE 2
ARITICLES OF AMENDMENT AND RESTATEMENT
OF
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
FIRST: The undersigned, Henry H. Hopkins and Lenora V. Hornung,
each of whose post office address is 100 East Pratt Street, Baltimore,
Maryland 21202, do hereby file Articles of Amendment and Restatement of said
corporation as set forth below.
SECOND: The name of the Corporation is:
T. ROWE PRICE INTERNATIONAL FUNDS, INC."
THIRD: The purposes for which the Corporation is formed are as
follows:
(A) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to
the conduct of such operations.
(B) In general, to carry on any other business in connection with
or incidental to the foregoing purpose, to have and exercise all the
powers conferred upon corporations by the laws of the State of
Maryland as in force from time to time, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power not
inconsistent with Maryland law, either alone or in association with
others, and to take any action incidental or appurtenant to or
growing out of or connected with the Corporation's business or
purposes, objects, or powers.
The Corporation shall have the power to conduct and carry on its
business, or any part thereof, and to have one or more offices, and to
exercise any or all of its corporate powers and rights, in the State of
Maryland, in any other states, territories, districts, colonies, and
dependencies of the United States, and in any or all foreign countries.
The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Corporation.
FOURTH: The post office address of the principal office of the
Corporation in the State of Maryland is:
100 East Pratt Street
Baltimore, Maryland 21202.
The name and post office address of the resident agent of the Corporation in
the State of Maryland is:
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
PAGE 3
Said resident agent is a citizen of the State of Maryland, and actually
resides therein.
FIFTH: Capital Stock. (A) General. The total number of shares
of stock which the Corporation, by resolution or resolutions of the
Board of Directors, shall have authority to issue is One Billion
(1,000,000,000) shares, par value One Cent ($0.01) per share, such
shares having an aggregate par value of Ten Million Dollars
($10,000,000). All such shares are herein classified as "Common
Stock" subject, however, to the authority hereinafter granted to the
Board of Directors to classify or reclassify any such shares, to
increase or decrease the aggregate number of shares of stock or the
number of shares of stock of any class that the Corporation has
authority to issue, and to authorize that all such shares of stock
be issued as shares of one or more series or one or more classes
designated as the Board of Directors may determine.
(B) Creation of Series. The balance of shares of stock
now or hereafter authorized but unissued may be issued as Common
Stock or in one or more new series or one or more new classes, each
consisting of such number of shares and having such designations,
powers, preferences, rights, qualifications, limitations and
restrictions as shall be fixed and determined from time to time by
resolution or resolutions providing for the issuance of such shares
adopted by the Board of Directors, to whom authority so to fix and
determine the same is hereby expressly granted.
(C) Dividends and Distributions. Without limiting the
generality of the foregoing, the dividends and distributions of
investment income and capital gains with respect to Common Stock and
any series or class that may hereafter be created shall be in such
amount as may be declared from time to time by the Board of
Directors, and such dividends and distributions may vary from series
to series or class to class to such extent and for such purposes as
the Board of Directors may deem appropriate, including, but not
limited to, the purpose of complying with requirements of regulatory
or legislative authorities.
(D) Classification. The Board of Directors is hereby
expressly granted authority to (1) classify or reclassify any
unissued stock (whether now or hereafter authorized) from time to
time by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of the stock
and (2) pursuant to such classification or reclassification to
increase or decrease the number of authorized shares of any series
or class, but the number of shares of any series or class shall not
be decreased by the Board of Directors below the number of shares
thereof then outstanding, or increased above the number of shares
then authorized, provided however, that nothing herein shall
prohibit the Board of Directors from increasing or decreasing the
aggregate number of shares of stock or the number of shares of stock
of any class or series that the Corporation has authority to issue.
(E) Provisions for Series. In addition to other
provisions of these Articles, the following provisions are
PAGE 4
applicable regarding any series of shares of stock of the
Corporation established and designated by paragraph (a) of this
Article FIFTH and shall be applicable if the Board of Directors
shall establish and designate additional series as provided in that
paragraph:
(i) Classification.The Board of Directors may
classify or reclassify any unissued shares or any shares
previously issued and reacquired of any series into one or more
series that may be established and designated from time to
time. The Corporation may hold as treasury shares (of the same
or some other series), reissue for such consideration not less
than the greater of the par value and the net asset value per
share (as described in paragraph (A)(ii) of Article SEVENTH
hereof) and on such terms as they may determine, or cancel any
shares of any series reacquired by the Corporation from time to
time.
(ii) Assets Belonging to Series. All
consideration received by the Corporation for the issue or sale
of shares of a particular series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to that series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of
account of the Corporation. In the event that there are any
assets, income, earnings, profits, and proceeds thereof, funds
or payments which are not readily identifiable as belonging to
any particular series, the Board of Directors shall allocate
them among any one or more of the series established and
designated from time to time in such manner and on such basis
as they, in their sole discretion, deem fair and equitable.
Each such allocation by the Board of Directors shall be
conclusive and binding upon the shareholders of all series for
all purposes.
(iii) Liabilities Belonging to Series. The
assets belonging to each particular series shall be charged
with the liabilities of the Corporation in respect of that
series and all expenses, costs, charges and reserves
attributable to that series, and any general liabilities,
expenses, costs, charges and reserves of the Corporation that
are not readily identifiable as belonging to any particular
series shall be allocated, and charged by the Board of
Directors to and among any one or more of the series
established and designated from time to time in such manner and
on such basis as the Board of Directors in their sole
discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Board
of Directors shall be conclusive and binding upon the holders
of all series for all purposes.
PAGE 5
(iv) Dividends and Distributions. The power of
the Corporation to pay dividends and make distributions shall
be governed by paragraph (C) of this Article FIFTH with respect
to any one or more series which represents the interests in
separately managed components of the Corporation's assets.
Dividends and distributions on shares of a particular series
may be paid with such frequency as the Board of Directors may
determine, which may be daily or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with
such frequency as the Board of Directors may determine, to the
holders of shares of that series, from such of the income and
capital gains, accrued or realized, attributable to the assets
belonging to that series as the Board of Directors may
determine, after providing for actual and accrued liabilities
belonging to that series. All dividends and distributions on
shares of a particular series shall be distributed pro rata to
the holders of that series in proportion to the number of
shares of that series held by such holders at the date and time
of record established for the payment of such dividends or
distributions.
(v) Equality. Subject to the provisions of
this Article FIFTH, all shares of all series shall have
identical rights and privileges, except insofar as variations
thereof among series shall have been determined and fixed by
the Board of Directors. Each share of any series shall
represent an equal proportionate share in the assets of that
series with each other share of that series. The Board of
Directors may divide or combine the shares of any series into a
greater or lesser number of shares of the series without
thereby changing the proportionate interests of the holders of
such shares in the assets of that series.
(vi) Conversion or Exchange Rights. Subject to
the compliance with the requirements of the Investment Company
Act of 1940, the Board of Directors shall have the authority to
provide that the holders of shares of any series shall have the
right to convert or exchange said shares for or into shares of
one or more other series in accordance with such requirements
and procedures as may be established by the Board of Directors.
(vii) Liquidation. In the event of the
liquidation of a particular series, the shareholders of the
series that has been established and designated and that is
being liquidated shall be entitled to receive, when and as
declared by the Board of Directors, the excess of the assets
belonging to that series over the liabilities belonging to that
series. The holders of shares of any series shall not be
entitled thereby to any distribution upon liquidation of any
other series. The assets that may be distributed to the
shareholders of any series shall be distributed among such
shareholders in proportion to the number of shares of that
series held by each such shareholder and recorded on the books
of the Corporation. The liquidation of any particular series
in which there are shares then outstanding may be authorized by
an instrument in writing, without a meeting, signed by a
PAGE 6
majority of the Directors then in office, subject to the
affirmative vote of "a majority of the outstanding voting
securities" of that series, as the quoted phrase is defined in
the Investment Company Act of 1940.
(viii) Voting. Each share of each series shall
have equal voting rights with every other share of every other
series, and all shares of all series shall vote as a single
group except where a separate vote of any class or series is
required by the Investment Company Act of 1940, the laws of the
State of Maryland, these Articles of Incorporation, the By-Laws
of the Corporation, or as the Board of Directors may determine
in its sole discretion. Where a separate vote is required with
respect to one or more classes or series, then the shares of
all other classes or series shall vote as a single class or
series, provided that, as to any matter which does not affect
the interest of a particular class or series, only the holders
of shares of the one or more affected classes or series shall
be entitled to vote.
SIXTH: Number of Directors. The number of directors of the
Corporation shall be three (3), or such other number as may from time to time
be fixed by the By-Laws of the Corporation, or pursuant to authorization
contained in such By-Laws, but the number of directors shall never be less
than (i) three (3) or (ii) the number of shareholders of the Corporation,
whichever is less. M. David Testa shall serve as director until the first
meeting of shareholders or until his successors are duly chosen and qualify.
SEVENTH: Regulation of the Powers of the Corporation and Its
Directors and Shareholders.
(A) Issue of the Corporation's Shares
(i) General. All corporate powers and authority of
the Corporation (except as at the time otherwise provided by
statute, by these Articles of Incorporation or the By-Laws of
the Corporation) shall be vested in and exercised by the Board
of Directors. The Board of Directors shall have the power to
determine or cause to be determined the nature, quality,
character and composition of the portfolio of securities and
investments of the Corporation or any series thereof, but the
foregoing shall not limit the ability of the Board of Directors
to delegate such power to a Committee of the Board of Directors
or to an officer of the Corporation, or to enter into an
investment advisory or management contract as described in
paragraph (E)(vi) of this Article SEVENTH. The Board of
Directors may from time to time issue and sell or cause to be
issued and sold any of the Corporation's authorized shares,
including any additional shares which it hereafter authorizes
and any shares redeemed or repurchased by the Corporation,
except that only shares previously contracted to be sold may be
issued during any period when the determination of net asset
value is suspended pursuant to the provisions of paragraph
(C)(iii) of this Article SEVENTH. All such authorized shares,
when issued in accordance with the terms of this paragraph (A)
shall be fully paid and nonassessable. No holder of any shares
PAGE 7
of the Corporation shall be entitled, by reason of holding or
owning such shares, to any prior, preemptive or other right to
subscribe to, purchase or otherwise acquire any additional
shares of the Corporation subsequently issued for cash or other
consideration or by way of a dividend or otherwise; and any or
all of such shares of the Corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury
status to such persons, firms, corporations and associations,
and for such lawful consideration, and on such terms as the
Board of Directors in its discretion may determine, without
first offering the same, or any portion thereof, to any said
holder. Voting power in the election of directors and for all
other purposes shall be vested exclusively in the holders of
the Corporation's authorized and issued shares.
(ii) Price. No shares of the Corporation shall be
issued or sold by the Corporation, except as a stock dividend
distributed to shareholders, for less than an amount which
would result in proceeds to the Corporation, before taxes
payable by the Corporation in connection with such transaction,
of at least the net asset value per share determined as set
forth in paragraph (C) of this Article SEVENTH as of such time
as the Board of Directors shall have by resolution theretofore
prescribed. In the absence of a resolution of the Board of
Directors applicable to the transaction, such net asset value
shall be that next determined after receipt of an unconditional
purchase order.
(iii) On Merger or Consolidation. The Board of
Directors, in its sole discretion, may permit shares of the
Corporation to be issued for stock or assets of any kind. In
this regard, in connection with the acquisition of any assets
or stock of another person (as such term is defined in
Section 2(a)(28) of the Investment Company Act of 1940), the
Board of Directors may issue or cause to be issued shares of
the Corporation and accept in payment therefor, in lieu of
cash, such assets at their market value, or such stock at the
market value of the assets held by such person, either with or
without adjustment for contingent costs or liabilities,
provided that the funds of the Corporation are permitted by law
to be invested in such assets or stock.
(iv) Fractional Shares. The Board of Directors may
issue and sell fractions of shares having pro rata all the
rights of full shares, including, without limitation, the right
to vote and to receive dividends.
(B) Redemption and Repurchase of the Corporation's Shares
(i) Redemption of Shares. The Corporation shall
redeem its shares, subject to the conditions and at the price
determined as hereinafter set forth, upon proper application of
the record holder thereof at such office or agency as may be
designated from time to time for that purpose by the Board of
Directors. Any such application must be accompanied by the
PAGE 8
certificate or certificates, if any, evidencing such shares,
duly endorsed or accompanied by a proper instrument of
transfer. The Board of Directors shall have power to determine
or to delegate to the proper officers of the Corporation the
power to determine from time to time the form and the other
accompanying documents which shall be necessary to constitute a
proper application for redemption.
(ii) Price. Such shares shall be redeemed at their
net asset value determined as set forth in paragraph (C) of
this Article SEVENTH as of such time as the Board of Directors
shall have theretofore prescribed by resolution. In the
absence of such resolution, the redemption price of shares
deposited shall be the net asset value of such shares next
determined as set forth in paragraph (C) of this Article
SEVENTH after receipt of such application.
(iii) Payment. Payment for such shares shall be made
to the shareholder of record within seven (7) days after the
date upon which proper application is received, subject to the
provisions of paragraph (B)(iv) of this Article SEVENTH. Such
payment shall be made in cash or other assets of the
Corporation or both, as the Board of Directors shall prescribe.
(iv) Effect of Suspension of Determination of Net
Asset Value. If, pursuant to paragraph (C)(iii) of this
Article Seventh the Board of Directors shall declare a
suspension of the determination of net asset value, the rights
of shareholders (including those who shall have applied for
redemption pursuant to paragraph (B)(i) of Article SEVENTH but
who shall not yet have received payment) to have shares
redeemed and paid for by the Corporation shall be suspended
until the termination of such suspension is declared. Any
record holder whose redemption right is so suspended may,
during the period of such suspension, by appropriate written
notice of revocation to the office or agency where application
was made, revoke his application and withdraw any share
certificates which accompanied such application. The
redemption price of shares for which redemption applications
have not been revoked shall be the net asset value of such
shares next determined as set forth in paragraph (C) of this
Article SEVENTH after the termination of such suspension, and
payment shall be made within seven (7) days after the date upon
which the proper application was made plus the period after
such application during which the determination of net asset
value was suspended.
(v) Repurchase by Agreement. The Corporation may
repurchase shares of the Corporation directly, or through its
principal underwriter or other agent designated for the
purpose, by agreement with the owner thereof, at a price not
exceeding the net asset value per share determined as of the
time when the purchase or contract of purchase is made or the
net asset value as of any time which may be later determined
pursuant to paragraph (C) of this Article SEVENTH, provided
PAGE 9
payment is not made for the shares prior to the time as of
which such net asset value is determined.
(vi) Corporation's Option to Redeem Shares.
(a) Small Account. The Corporation shall have
the right at any time and without prior notice to the
shareholder to redeem for their then-current net asset
value per share all shares that are held by a
shareholder whose shares of the Corporation or of any
and all series have an aggregate net asset value of less
than $10,000, or such other amount as the Board of
Directors may from time to time determine;
(b) Reimbursement. The Corporation shall have
the right at any time and without prior notice to the
shareholder to redeem shares in any account, including
any account of any series, for their then-current net
asset value per share if and to the extent it shall be
necessary to reimburse the Corporation or its principal
underwriter or distributor for any loss sustained by the
Corporation by reason of the failure of the shareholder
in whose name such account is registered to make full
payment for shares of the Corporation, or of any series
thereof, purchased by such shareholder.
(c) Personal Holding Company. The Corporation
shall have the right at any time and without prior
notice to the shareholder to redeem shares in any
account for their then-current net asset value per share
if such redemption is, in the opinion of the Board of
Directors, desirable in order to avoid the Corporation
being taxed as a "personal holding company" within the
meaning of the Internal Revenue Code of 1986, as
amended.
(d) Notice. The right of redemption provided by
each of the foregoing subsections of this paragraph
(B)(vi) of this Article SEVENTH shall be subject to such
terms and conditions as the Board of Directors may from
time to time approve, and subject to the Corporation's
giving general notice of its intention to avail itself
of such right, either by publication in the
Corporation's prospectus or by such means as the Board
of Directors shall determine.
(C) Net Asset Value of Shares
(i) By Whom Determined. The Board of Directors shall
have the power and duty to determine from time to time the net
asset value per share of the outstanding shares of the
Corporation and of any such series of the Corporation. It may
delegate such power and duty to one or more of the directors
and officers of the Corporation, to the custodian or depository
of the Corporation's assets, or to another agent of the
PAGE 10
Corporation appointed for such purpose. Any determination made
pursuant to this section by the Board of Directors, or its
delegate, shall be binding on all parties concerned.
(ii) When Determined. The net asset value shall be
determined at such times as the Board of Directors shall
prescribe by resolution, provided that such net asset value
shall be determined at least once each week as of the close of
business on a business day. In the absence of a resolution of
the Board of Directors, the net asset value shall be determined
as of the close of trading on the New York Stock Exchange on
each business day.
(iii) Suspension of Determination of Net Asset Value.
The Board of Directors may declare a suspension of the
determination of net asset value for the whole or any part of
any period (a) during which the New York Stock Exchange is
closed other than customary weekend and holiday closings, (b)
during which trading on the New York Stock Exchange is
restricted, (c) during which an emergency exists as a result of
which disposal by the Corporation of securities owned by it is
not reasonably practicable or it is not reasonably practicable
for the Corporation fairly to determine the value of its net
assets, or (d) during which a governmental body having
jurisdiction over the Corporation may by order permit for the
protection of the security holders of the Corporation. Such
suspension shall take effect at such time as the Board of
Directors shall specify, which shall not be later than the
close of business on the business day next following the
declaration, and thereafter there shall be no determination of
net asset value until the Board of Directors shall declare the
suspension at an end, except that the suspension shall
terminate in any event on the first day on which (1) the
condition giving rise to the suspension shall have ceased to
exist and (2) no other condition exists under which suspension
is authorized under this paragraph (C)(iii) of Article SEVENTH.
Each declaration by the Board of Directors pursuant to this
paragraph (C)(iii) of Article SEVENTH shall be consistent with
such official rules and regulations, if any, relating to the
subject matter thereof as shall have been promulgated by the
Securities and Exchange Commission or any other governmental
body having jurisdiction over the Corporation and as shall be
in effect at the time. To the extent not inconsistent with
such official rules and regulations, the determination of the
Board of Directors shall be conclusive.
(iv) Computation of Net Asset Value.
(a) Net Asset Value Per Share. The net asset
value of each share of the Corporation (or, where
applicable, of any series thereof) as of any particular
time shall be the quotient obtained by dividing the
value of the net assets of the Corporation (or, where
applicable, such series) by the total number of shares
of the Corporation (or, where applicable, such series)
outstanding. Notwithstanding the above, the Board of
PAGE 11
Directors may determine to maintain the net asset value
per share of any class or series at a designated
constant dollar amount and in connection therewith may
adopt procedures not inconsistent with the Investment
Company Act of 1940 for the continuing declarations of
income attributable to that class or series as dividends
payable in additional shares of that class or series at
the designated constant dollar amount and for the
handling of any losses attributable to that class or
series. Such procedures may provide that in the event
of any loss, each shareholder shall be deemed to have
contributed to the capital of the Corporation
attributable to that class or series his pro rata
portion of the total number of shares required to be
cancelled in order to permit the net asset value per
share of that class or series to be maintained, after
reflecting such loss, at the designated constant dollar
amount. Each shareholder of the Corporation shall be
deemed to have agreed, by his investment in any class or
series with respect to which the Board of Directors
shall have adopted any such procedure, to make the
contribution referred to in the preceding sentence in
the event of any such loss.
(b) Net Asset Value of Corporation or Series
The value of the net assets of the Corporation (or of
any series thereof) as of any particular time shall be
the value of the assets of the Corporation (or of any
such series) less its liabilities, determined and
computed as prescribed by the Board of Directors.
(D) Compliance With Investment Company Act of 1940
Notwithstanding any of the foregoing provisions of this Article
SEVENTH, the Board of Directors may prescribe, in its absolute
discretion, such other bases and times for determining the per share
net asset value of the shares of the Corporation (or any series
thereof) as it shall deem necessary or desirable to enable the
Corporation to comply with any provision of the Investment Company
Act of 1940, or any rule or regulation thereunder, including any
rule or regulation adopted pursuant to Section 22 of the Investment
Company Act of 1940 by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act
of 1934, all as in effect now or as hereafter amended or added.
(E) Miscellaneous
(i) Compensation of Directors. The Board of
Directors shall have power from time to time to authorize
payment of compensation to the directors for services to the
Corporation, including fees for attendance at meetings of the
Board of Directors and of committees.
(ii) Inspection of Corporation's Books. The Board of
Directors shall have power from time to time to determine
whether and to what extent, and at what times and places, and
PAGE 12
under what conditions and regulations the accounts and books of
the Corporation (other than the stock ledger) or any of them
shall be open to the inspection of shareholders; and no
shareholder shall have any right of inspecting any account,
book or document of the Corporation except as at the time and
to the extent required by applicable law, unless authorized by
a resolution of the shareholders or the Board of Directors.
(iii) Name. The Corporation acknowledges that it is
adopting its corporate name through permission of T. Rowe Price
Associates, Inc., a Maryland corporation, and agrees that T.
Rowe Price Associates, Inc. reserves to itself and any
successor to its business the right to grant the nonexclusive
right to use the name "T. Rowe Price" or any similar name to
any other corporation or entity, including, but not limited to,
any other corporation or entity including, but not limited to,
any investment company of which T. Rowe Price Associates, Inc.
or any subsidiary or affiliate thereof or any successor to the
business of any thereof shall be the investment adviser.
(iii) Reservation of Right to Amend. The Corporation
reserves the right to make any amendment of its charter, now or
hereafter authorized by law, including any amendment which
alters the contract rights, as expressly set forth in its
charter, of any outstanding stock, and all rights herein
conferred upon shareholders are granted subject to such
reservation. The Board of Directors shall have the power to
adopt, alter or repeal the By-Laws of the Corporation, except
to the extent that the By-Laws otherwise provide, or as
otherwise provided by applicable law.
(iv) Determination of Net Profits Dividends, Etc. The
Board of Directors is expressly authorized to determine in
accordance with generally accepted accounting principles and
practices what constitutes net profits, earnings, surplus, or
net assets in excess of capital, and to determine what
accounting periods shall be used by the Corporation or any
series thereof for any purpose, whether annual or any other
period, including daily; to set apart out of any funds of the
Corporation or any series thereof such reserves for such
purposes as it shall determine and to abolish the same; to
declare and pay dividends and distributions in cash,
securities, or other property from surplus or any funds legally
available therefor, in such amounts and at such intervals
(which may be as frequently as daily) or on such other periodic
basis, as it shall determine; to declare such dividends or
distributions by means of a formula or other method of
determination, at meetings held less frequently than the
frequency of the effectiveness of such declarations; to
establish payment dates for dividends or any other
distributions on any basis, including dates occurring less
frequently than the effectiveness of the declaration thereof;
and to provide for the payment of declared dividends on a date
earlier than the specified payment date in the case of
shareholders of the Corporation redeeming their entire
ownership of shares of the Corporation.
PAGE 13
The Corporation intends to qualify as a
"regulated investment company" under the Internal Revenue Code
of 1986, or any successor or comparable statute thereto, and
regulations promulgated thereunder. Inasmuch as the
computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books of
the Corporation, the Board of Directors shall have the power,
in its sole discretion, to distribute in any fiscal year as
dividends, including dividends designated in whole or in part
as capital gains distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid
liability of the Corporation for Federal income tax in respect
of that year. However, nothing in the foregoing shall limit
the authority of the Board of Directors to make distributions
greater than or less than the amount necessary to qualify as a
regulated investment company and to avoid liability of the
Corporation for such tax.
(v) Contracts. The Board of Directors may in its
discretion from time to time enter into an exclusive or
nonexclusive underwriting contract or contracts providing for
the sale of the shares of Common Stock of the Corporation to
net the Corporation not less than the amount provided for in
paragraph (A)(ii) of this Article SEVENTH, whereby the
Corporation may either agree to sell the shares to the other
party to the contract or appoint such other party its sales
agent for such shares (such other party being herein sometimes
called the "underwriter"), and in either case, on such terms
and conditions as may be prescribed in the By-Laws, if any, and
such further terms and conditions as the Board of Directors may
in its discretion determine not inconsistent with the
provisions of this Article SEVENTH or of the By-Laws; and such
contract may also provide for the repurchase of shares of the
Corporation by such other party as agent of the Corporation.
The Board of Directors may in its discretion from
time to time enter into an investment advisory or management
contract whereby the other party to such contract shall
undertake to furnish to the Corporation or any series thereof
such management, investment advisory, statistical and research
facilities and services and such other facilities and services,
if any, and all upon such terms and conditions, as the Board of
Directors may in its discretion determine.
Any contract of the character described in the
paragraphs above or for services as custodian, transfer agent,
or disbursing agent or related services may be entered into
with any corporation, firm, trust, or association, although one
or more of the directors or officers of the Corporation may be
an officer, director, trustee, shareholder, or member of such
other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship
PAGE 14
for any loss or expense to the Corporation under or by reason
of said contract or accountable for any profit realized
directly or indirectly therefrom, except as otherwise provided
by applicable law. The same person (including a firm,
corporation, trust, or association) may be the other party to
contracts entered into pursuant to the above paragraphs, and
any individual may be financially interested or otherwise
affiliated with persons who are parties to any or all of the
contracts mentioned in this paragraph.
Any contract entered into pursuant to the first
two paragraphs of this paragraph (E)(vi) of Article SEVENTH
shall be consistent with and subject to the requirements of
Section 15 of the Investment Company Act of 1940 (including any
amendment thereof or other applicable Act of Congress hereafter
enacted) with respect to its continuance in effect, its
termination and the method of authorization and approval of
such contract or renewal thereof.
(vi) Shareholder Voting. On each matter submitted to
a vote of the shareholders, each holder of a share shall be
entitled to one vote for each whole share and to a
proportionate fractional vote for each fractional share
standing in his name on the books of the Corporation, except as
otherwise provided in paragraph (E)(ix) of Article FIFTH.
Notwithstanding any provision of the laws of the State of
Maryland requiring a greater proportion than a majority of the
votes of all classes or series or of any class or series of
stock entitled to be cast, to take or authorize any action,
such action may, subject to other applicable provisions of law,
these Articles of Incorporation and the By-Laws of the
Corporation, be taken or authorized upon the concurrence of a
majority of the aggregate number of the votes entitled to be
cast thereon.
(vii) Certificates. A shareholder shall be entitled to
stock certificates which represent and certify the shares of
stock he holds in the Corporation upon written request in
accordance with procedures established in the By-Laws or by the
Board of Directors, but in the absence of such a request, the
Corporation shall not be obligated to issue such certificates.
EIGHTH: References in these Articles of Amendment and
Restatement to the Investment Company Act of 1940 shall mean the
published statute, the rules thereunder, and, where applicable,
published cases and interpretative letters of the Securities and
Exchange Commission.
PAGE 15
IN WITNESS WHEREOF, T. Rowe Price International Funds, Inc. has
caused these presents to be signed in its name and on its behalf by one of its
Vice Presidents and attested by its Secretary.
Attest:
Henry H. Hopkins, Vice President
Lenora V. Hornung, Secretary
STATE OF MARYLAND )
) ss:
CITY OF BALTIMORE )
I HEREBY CERTIFY, that on this 16th, day of February, 1990, before
me, the subscriber, a Notary Public of the State of Maryland, in and for the
City of Baltimore, personally appeared HENRY H. HOPKINS and LENORA V. HORNUNG,
and they acknowledged the foregoing Articles of Amendment and Restatement to
be their act.
WITNESS my hand and Notarial Seal this 16th day of February, 1990.
Notary Public
My Commission expires:
PAGE 1
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW
T. Rowe Price International Funds, Inc., a Maryland corporation, having
its principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: In accordance with Section 2-105(c) of the Maryland General
Corporation Law, the Board of Directors has increased the authorized capital
stock of the Corporation to 2 billion shares of common stock (par value $0.01
per share).
SECOND: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.
THIRD: (a) As of immediately before the increase, the total number of
shares of stock of all classes which the Corporation has authority to issue is
1 billion shares of common stock (par value $0.01 per share).
(b) As increased the total number of shares of stock of all classes which
the Corporation has authority to issue is 2 billion shares of common stock
(par value $0.01 per share).
(c) The aggregate par value of all shares having a par value is $10
million before the increase and $20 million as increased.
IN WITNESS WHEREOF, T. Rowe Price International Funds, Inc. has caused
these presents to be signed in its name and on its behalf by its Vice
President and witnessed by its Secretary on February 18, 1994.
WITNESS: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
______________________________ By: __________________________________
Lenora V. Hornung, Secretary Henry H. Hopkins, Vice President
PAGE 2
THE UNDERSIGNED, Vice President of T. Rowe Price International Funds,
Inc., who executed on behalf of the Corporation Articles Supplementary of
which this Certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles Supplementary to be the
corporate act of said Corporation and hereby certifies that the matters and
facts set forth herein with respect to the authorization and approval thereof
are true in all material respects under the penalties of perjury.
________________________________________
Henry H. Hopkins, Vice President
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May,
1990, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
Corporation (hereinafter called the "Corporation"), and ROWE PRICE-FLEMING
INTERNATIONAL, INC., a corporation organized and existing under the laws of
the State of Maryland (hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and to register as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price International Bond Fund (the "Fund"), a
separate series of the Corporation whose Shares represent interests in a
separate portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Advisory Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
program for the management of the assets and resources of the Fund in a manner
PAGE 2
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals
who are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay
all salaries, expenses, and fees of the officers and directors
of the Corporation who are affiliated with the Manager.
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
PAGE 3
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to pay
or assume the same or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Corporation, for the
benefit of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining
and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if
any;
(3) Shareholder Communications. All expenses of
preparing, setting in type, printing, and distributing reports
and other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges
for services and expenses of the Corporation's legal counsel and
independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and all
expenses incurred in connection with their service;
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of Fund Shares under the
PAGE 4
Securities Act of 1933, as amended (the "'33 Act"), including
all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any
registration statement and prospectus under the '33 Act or the
Act, and any amendments or supplements that may be made from
time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of Fund Shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer
of the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund Shares, including the expense of confirming all Fund
Share transactions, and of preparing and transmitting the Fund's
stock certificates;
(13) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or
Fund's, as appropriate, membership in any trade association or
other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or Fund,
as appropriate, is a party and the expenses the Corporation or
Fund, as appropriate, may incur as a result of its legal
obligation to provide indemnification to its officers,
directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee"),
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
PAGE 5
A. Group Fee. The monthly Group Fee ("Monthly Group Fee")
shall be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals")
for each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.330% Next $5 billion
0.340% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds
distributed by T. Rowe Price Investment Services, Inc. (except for any
institutional or private label mutual funds). For the purposes of calculating
the Daily Price Funds' Group Fee Accrual for any particular day, the net
assets of each Price Fund shall be determined in accordance with the
prospectus, on behalf of the Fund, as of the close of business on the previous
business day on which the Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall
be the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each
month. The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .35% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the
Corporation's prospectus as of the close of business on the previous business
day on which the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
expenses, the expenses of the Fund shall be annualized monthly as of the last
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
PAGE 6
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")] a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained and
preserved by the Corporation or Fund pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of
the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall limit
the freedom of the Manager or any affiliated person of the Manager to render
PAGE 7
investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor any
of its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Corporation or Fund (at
the direction or request of the Manager) or the Manager in connection with the
Manager's discharge of its obligations undertaken or reasonably assumed with
respect to this Agreement, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Corporation or Fund in
connection with the matters to which this Agreement relates, except for loss
resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin
on the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1991.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to
April 30, 1991 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may
not be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
PAGE 8
13. Termination of Agreement. This Agreement may be terminated
by either party hereto, without the payment of any penalty, upon 60 days'
prior notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to
require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 11, 12, and
13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
______________________________ By:______________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
_______________________________ By:_____________________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May,
1990, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
Corporation (hereinafter called the "Corporation"), and ROWE PRICE-FLEMING
INTERNATIONAL, INC., a corporation organized and existing under the laws of
the State of Maryland (hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and to register as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price International Stock Fund (the "Fund"), a
separate series of the Corporation whose Shares represent interests in a
separate portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Advisory Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals
who are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay
all salaries, expenses, and fees of the officers and directors
of the Corporation who are affiliated with the Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to pay
or assume the same or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Corporation, for the
benefit of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining
and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if
any;
(3) Shareholder Communications. All expenses of
preparing, setting in type, printing, and distributing reports
and other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges
for services and expenses of the Corporation's legal counsel and
independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and all
expenses incurred in connection with their service;
PAGE 4
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of Fund Shares under the
Securities Act of 1933, as amended (the "'33 Act"), including
all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any
registration statement and prospectus under the '33 Act or the
Act, and any amendments or supplements that may be made from
time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of Fund Shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer
of the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund Shares, including the expense of confirming all Fund
Share transactions, and of preparing and transmitting the Fund's
stock certificates;
(13) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or
Fund's, as appropriate, membership in any trade association or
other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or Fund,
as appropriate, is a party and the expenses the Corporation or
Fund, as appropriate, may incur as a result of its legal
obligation to provide indemnification to its officers,
directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee"),
PAGE 5
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
A. Group Fee. The monthly Group Fee ("Monthly Group Fee")
shall be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals")
for each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.330% Next $5 billion
0.340% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds
distributed by T. Rowe Price Investment Services, Inc. (except for any
institutional or private label mutual funds). For the purposes of calculating
the Daily Price Funds' Group Fee Accrual for any particular day, the net
assets of each Price Fund shall be determined in accordance with the
prospectus, on behalf of the Fund, as of the close of business on the previous
business day on which the Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall
be the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each
month. The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .35% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the
Corporation's prospectus as of the close of business on the previous business
day on which the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
PAGE 6
expenses, the expenses of the Fund shall be annualized monthly as of the last
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")] a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained and
preserved by the Corporation or Fund pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of
the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
PAGE 7
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall limit
the freedom of the Manager or any affiliated person of the Manager to render
investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor any
of its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Corporation or Fund (at
the direction or request of the Manager) or the Manager in connection with the
Manager's discharge of its obligations undertaken or reasonably assumed with
respect to this Agreement, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Corporation or Fund in
connection with the matters to which this Agreement relates, except for loss
resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin
on the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1991.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to
April 30, 1991 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
PAGE 8
12. Amendment and Assignment of Agreement. This Agreement may
not be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated
by either party hereto, without the payment of any penalty, upon 60 days'
prior notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to
require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 11, 12, and
13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
PAGE 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
______________________________ By:________________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
_______________________________ By:________________________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May,
1991, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
Corporation (hereinafter called the "Corporation"), and ROWE PRICE-FLEMING
INTERNATIONAL, INC., a corporation organized and existing under the laws of
the State of Maryland (hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price International Discovery Fund (the
"Fund"), a separate series of the Corporation whose Shares represent interests
in a separate portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Advisory Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals
who are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall
pay all salaries, expenses, and fees of the officers and
directors of the Corporation who are affiliated with the
Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to
pay or assume the same or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of
the transfer, receipt, safekeeping, servicing and accounting
for the cash, securities, and other property of the
Corporation, for the benefit of the Fund, including all charges
of depositories, custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining
and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if
any;
(3) Shareholder Communications. All expenses of
preparing, setting in type, printing, and distributing reports
and other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment
or services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges
for services and expenses of the Corporation's legal counsel
and independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and
all expenses incurred in connection with their service;
PAGE 4
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of Fund Shares under the
Securities Act of 1933, as amended (the "'33 Act"), including
all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any
registration statement and prospectus under the '33 Act or the
Act, and any amendments or supplements that may be made from
time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of Fund Shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer
of the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund Shares, including the expense of confirming all Fund
Share transactions, and of preparing and transmitting the
Fund's stock certificates;
(13) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or
Fund's, as appropriate, membership in any trade association or
other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or
Fund, as appropriate, is a party and the expenses the
Corporation or Fund, as appropriate, may incur as a result of
its legal obligation to provide indemnification to its
officers, directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee"),
PAGE 5
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
A. Group Fee. The monthly Group Fee ("Monthly Group Fee")
shall be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals")
for each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds' Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.330% Next $5 billion
0.340% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds
distributed by T. Rowe Price Investment Services, Inc., excluding any
institutional or private label mutual funds. For the purpose of calculating
the Daily Price Funds' Group Fee Accrual for any particular day, the net
assets of each Price Fund shall be determined in accordance with the
prospectus, on behalf of the Fund, as of the close of business on the previous
business day on which the Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall
be the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each
month. The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .75% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the
Corporation's prospectus as of the close of business on the previous business
day on which the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
expenses, the expenses of the Fund shall be annualized monthly as of the last
PAGE 6
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
However, as part of the consideration for the Fund's
entering into this Agreement, the Manager hereby agrees that through December
31, 1990, the expense limit will be 1.50% of the average daily net assets of
the Fund ("1.50% Expense Limitation"); provided, however, that (1) any amount
paid or assumed by the Manager pursuant to the 1.50% Expense Limitation (but
not over any State Expense Limit) shall be reimbursed by the Fund to the
Manager after December 31, 1990 (such reimbursement period being referred to
as the "Original Reimbursement Period"); (2) no such reimbursement, with
respect to such Original Reimbursement Period shall be made to the Manager
after December 31, 1992; and (3) such reimbursement shall only be made to the
extent that it does not result in the Fund's aggregate expenses exceeding an
expense limit of 1.50%. The Manager may voluntarily agree to an additional
expense limitation (any such additional expense limitation hereinafter
referred to as an "Additional Expense Limitation"), for the same or a
different period of time beyond December 31, 1990 (any such additional period
being hereinafter referred to as an "Additional Period") provided, however,
that: (1) any amount paid or assumed by the Manager pursuant to an Additional
Expense Limitation (but in no case over any State Expense Limit) shall be
reimbursed by the Fund to the Manager after the last day of the Additional
Period (such additional reimbursement period being hereinafter referred to as
an "Additional Reimbursement Period"); (2) no reimbursement for an Additional
Reimbursement Period shall be made to the Manager more than two years after
the end of an Additional Period; and (3) reimbursement for an Additional
Reimbursement Period shall only be made to the extent that it does not result
in the Fund's aggregate expenses exceeding the Additional Expense Limitation
applicable to such Additional Reimbursement Period.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")] a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
PAGE 7
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained
and preserved by the Corporation or Fund pursuant to the provisions of rules
or regulations of the Securities and Exchange Commission under Section 31(a)
of the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor
any of its officers, directors, or employees, nor any person performing
executive, administrative, trading, or other functions for the Corporation or
Fund (at the direction or request of the Manager) or the Manager in connection
with the Manager's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Corporation or Fund
in connection with the matters to which this Agreement relates, except for
loss resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
PAGE 8
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1992.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to
April 30, 1992 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may not
be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed
to require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Act shall be resolved by reference to such
term or provision of the Act and to interpretations thereof, if any, by the
PAGE 9
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 11, 12, and
13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
By:
______________________________ _____________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By:
_______________________________ _____________________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May,
1990, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
Corporation (hereinafter called the "Corporation"), and ROWE PRICE-FLEMING
INTERNATIONAL, INC., a corporation organized and existing under the laws of
the State of Maryland (hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and to register as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price European Stock Fund (the "Fund"), a
separate series of the Corporation whose Shares represent interests in a
separate portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Advisory Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals
who are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall
pay all salaries, expenses, and fees of the officers and
directors of the Corporation who are affiliated with the
Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to
pay or assume the same or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of
the transfer, receipt, safekeeping, servicing and accounting
for the cash, securities, and other property of the
Corporation, for the benefit of the Fund, including all charges
of depositories, custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining
and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if
any;
(3) Shareholder Communications. All expenses of
preparing, setting in type, printing, and distributing reports
and other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment
or services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges
for services and expenses of the Corporation's legal counsel
and independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and
all expenses incurred in connection with their service;
PAGE 4
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of Fund Shares under the
Securities Act of 1933, as amended (the "'33 Act"), including
all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any
registration statement and prospectus under the '33 Act or the
Act, and any amendments or supplements that may be made from
time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of Fund Shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer
of the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund Shares, including the expense of confirming all Fund
Share transactions, and of preparing and transmitting the
Fund's stock certificates;
(13) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or
Fund's, as appropriate, membership in any trade association or
other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or
Fund, as appropriate, is a party and the expenses the
Corporation or Fund, as appropriate, may incur as a result of
its legal obligation to provide indemnification to its
officers, directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee"),
PAGE 5
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
A. Group Fee. The monthly Group Fee ("Monthly Group Fee")
shall be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals")
for each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.330% Next $5 billion
0.340% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds
distributed by T. Rowe Price Investment Services, Inc. (except for any
institutional or private label mutual funds). For the purposes of calculating
the Daily Price Funds' Group Fee Accrual for any particular day, the net
assets of each Price Fund shall be determined in accordance with the
prospectus, on behalf of the Fund, as of the close of business on the previous
business day on which the Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall
be the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each
month. The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .50% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the
Corporation's prospectus as of the close of business on the previous business
day on which the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
expenses, the expenses of the Fund shall be annualized monthly as of the last
PAGE 6
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
However, as part of the consideration for the Fund's
entering into this Agreement, the Manager hereby agrees that through December
31, 1991, the expense limit will be 1.75% of the average daily net assets of
the Fund ("1.75% Expense Limitation"); provided, however, that (1) any amount
paid or assumed by the Manager pursuant to the 1.75% Expense Limitation (but
not over any State Expense Limit) shall be reimbursed by the Fund to the
Manager after December 31, 1991 (such reimbursement period being referred to
as the "Original Reimbursement Period"); (2) no such reimbursement, with
respect to such Original Reimbursement Period shall be made to the Manager
after December 31, 1993; and (3) such reimbursement shall only be made to the
extent that it does not result in the Fund's aggregate expenses exceeding an
expense limit of 1.75%. The Manager may voluntarily agree to an additional
expense limitation (any such additional expense limitation hereinafter
referred to as an "Additional Expense Limitation"), for the same or a
different period of time beyond December 31, 1991 (any such additional period
being hereinafter referred to as an "Additional Period") provided, however,
that: (1) any amount paid or assumed by the Manager pursuant to an Additional
Expense Limitation (but in no case over any State Expense Limit) shall be
reimbursed by the Fund to the Manager after the last day of the Additional
Period (such additional reimbursement period being hereinafter referred to as
an "Additional Reimbursement Period"); (2) no reimbursement for an Additional
Reimbursement Period shall be made to the Manager more than two years after
the end of an Additional Period; and (3) reimbursement for an Additional
Reimbursement Period shall only be made to the extent that it does not result
in the Fund's aggregate expenses exceeding the Additional Expense Limitation
applicable to such Additional Reimbursement Period.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")] a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
PAGE 7
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained
and preserved by the Corporation or Fund pursuant to the provisions of rules
or regulations of the Securities and Exchange Commission under Section 31(a)
of the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor
any of its officers, directors, or employees, nor any person performing
executive, administrative, trading, or other functions for the Corporation or
Fund (at the direction or request of the Manager) or the Manager in connection
with the Manager's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Corporation or Fund
in connection with the matters to which this Agreement relates, except for
loss resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
PAGE 8
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1991.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to
April 30, 1991 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may not
be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed
to require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Act shall be resolved by reference to such
term or provision of the Act and to interpretations thereof, if any, by the
PAGE 9
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 11, 12, and
13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
By:
______________________________ ___________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By:
_______________________________ ___________________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May,
1991, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
corporation (the "Corporation"), and ROWE PRICE-FLEMING INTERNATIONAL, INC., a
corporation organized and existing under the laws of the State of Maryland
(hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price New Asia Fund (the "Fund"), a separate
series of the Corporation whose Shares represent interests in a separate
portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Advisory Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals
who are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall
pay all salaries, expenses, and fees of the officers and
directors of the Corporation who are affiliated with the
Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to
pay or assume the same or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of
the transfer, receipt, safekeeping, servicing and accounting
for the cash, securities, and other property of the
Corporation, for the benefit of the Fund, including all charges
of depositories, custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining
and servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if
any;
(3) Shareholder Communications. All expenses of
preparing, setting in type, printing, and distributing reports
and other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment
or services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges
for services and expenses of the Corporation's legal counsel
and independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and
all expenses incurred in connection with their service;
PAGE 4
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of Fund Shares under the
Securities Act of 1933, as amended (the "'33 Act"), including
all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any
registration statement and prospectus under the '33 Act or the
Act, and any amendments or supplements that may be made from
time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of Fund Shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer
of the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund Shares, including the expense of confirming all Fund
Share transactions, and of preparing and transmitting the
Fund's stock certificates;
(13) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or
Fund's, as appropriate, membership in any trade association or
other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or
Fund, as appropriate, is a party and the expenses the
Corporation or Fund, as appropriate, may incur as a result of
its legal obligation to provide indemnification to its
officers, directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee"),
PAGE 5
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
A. Group Fee. The monthly Group Fee ("Monthly Group Fee")
shall be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals")
for each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds' Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds distributed
by T. Rowe Price Investment Services, Inc., excluding any institutional or
private label mutual funds. For the purpose of calculating the Daily Price
Funds' Group Fee Accrual for any particular day, the net assets of each Price
Fund shall be determined in accordance with the prospectus, on behalf of the
Fund, as of the close of business on the previous business day on which the
Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall
be the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each
month. The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .50% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the
Corporation's prospectus as of the close of business on the previous business
day on which the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
expenses, the expenses of the Fund shall be annualized monthly as of the last
PAGE 6
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
However, as part of the consideration for the Fund's entering
into this Agreement, the Manager hereby agrees that through December 31, 1992,
the expense limit will be 1.75% of the average daily net assets of the Fund
("1.75% Expense Limitation"); provided, however, that (1) any amount paid or
assumed by the Manager pursuant to the 1.75% Expense Limitation (but not over
any State Expense Limit) shall be reimbursed by the Fund to the Manager after
December 31, 1992 (such reimbursement period being referred to as the
"Original Reimbursement Period"); (2) no such reimbursement, with respect to
such Original Reimbursement Period shall be made to the Manager after December
31, 1994; and (3) such reimbursement shall only be made to the extent that it
does not result in the Fund's aggregate expenses exceeding an expense limit of
1.75%. The Manager may voluntarily agree to an additional expense limitation
(any such additional expense limitation hereinafter referred to as an
"Additional Expense Limitation"), for the same or a different period of time
beyond December 31, 1992 (any such additional period being hereinafter
referred to as an "Additional Period") provided, however, that: (1) any amount
paid or assumed by the Manager pursuant to an Additional Expense Limitation
(but in no case over any State Expense Limit) shall be reimbursed by the Fund
to the Manager after the last day of the Additional Period (such additional
reimbursement period being hereinafter referred to as an "Additional
Reimbursement Period"); (2) no reimbursement for an Additional Reimbursement
Period shall be made to the Manager more than two years after the end of an
Additional Period; and (3) reimbursement for an Additional Reimbursement
Period shall only be made to the extent that it does not result in the Fund's
aggregate expenses exceeding the Additional Expense Limitation applicable to
such Additional Reimbursement Period.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")] a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
PAGE 7
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained
and preserved by the Corporation or Fund pursuant to the provisions of rules
or regulations of the Securities and Exchange Commission under Section 31(a)
of the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor
any of its officers, directors, or employees, nor any person performing
executive, administrative, trading, or other functions for the Corporation or
Fund (at the direction or request of the Manager) or the Manager in connection
with the Manager's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Corporation or Fund
in connection with the matters to which this Agreement relates, except for
loss resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
PAGE 8
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1992.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to April
30, 1992 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may not
be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed
to require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Act shall be resolved by reference to such
PAGE 9
term or provision of the Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 9, 11, 12,
and 13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
By:
______________________________ _____________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By:
_______________________________ _____________________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May, 1992, by
and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland corporation
(the "Corporation"), and ROWE PRICE-FLEMING INTERNATIONAL, INC., a corporation
organized and existing under the laws of the State of Maryland (hereinafter
called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end management
investment company and is registered as such under the federal Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital stock
("Shares") in the T. Rowe Price Global Government Bond Fund (the "Fund"), a
separate series of the Corporation whose Shares represent interests in a
separate portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of rendering
investment supervisory services and is registered as an investment adviser
under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment supervisory
services to the Fund in the manner and on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Advisory Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objectives, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objectives. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and negotiate
the commissions (if any) for the execution of transactions in
securities with or through such brokers, dealers, underwriters or
issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at the
disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The Manager
shall assist in developing all general shareholder communications, including
regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals who
are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay all
salaries, expenses, and fees of the officers and directors of the
Corporation who are affiliated with the Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or Fund,
as appropriate, that the Manager is not required by this Agreement
to pay or assume shall not obligate the Manager to pay or assume the
same or any similar expense on any subsequent occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Corporation, for the
benefit of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining and
servicing shareholder accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing, redemption, and
other agents for the benefit of the Fund, if any;
(3) Shareholder Communications. All expenses of preparing,
setting in type, printing, and distributing reports and other
communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to holding
meetings of shareholders, including the printing of notices and
proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services
used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any other
agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges for
services and expenses of the Corporation's legal counsel and
independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and all
expenses incurred in connection with their service;
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of Fund Shares under the
PAGE 4
Securities Act of 1933, as amended (the "'33 Act"), including all
fees and expenses incurred in connection with the preparation,
setting in type, printing, and filing of any registration statement
and prospectus under the '33 Act or the Act, and any amendments or
supplements that may be made from time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or Fund,
as appropriate, and of Fund Shares for sale under securities laws of
various states or jurisdictions, and of registration and
qualification of the Corporation or Fund, as appropriate, under all
other laws applicable to the Corporation or Fund, as appropriate, or
its business activities (including registering the Corporation as a
broker-dealer, or any officer of the Corporation or any person as
agent or salesman of the Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer of
Fund Shares, including the expense of confirming all Fund Share
transactions, and of preparing and transmitting the Fund's stock
certificates;
(13) Bonding and Insurance. All expenses of bond, liability,
and other insurance coverage required by law or deemed advisable by
the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or with
respect of the Corporation or Fund, as appropriate, to federal,
state, or other governmental agencies, domestic or foreign,
including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or Fund's, as
appropriate, membership in any trade association or other investment
organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of actions,
suits, or proceedings to which the Corporation or Fund, as
appropriate, is a party and the expenses the Corporation or Fund, as
appropriate, may incur as a result of its legal obligation to
provide indemnification to its officers, directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee") which
will consist of two components: a Group Management Fee ("Group Fee"), and an
Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
A. Group Fee. The monthly Group Fee ("Monthly Group Fee") shall
be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for
each month. The Daily Group Fee Accrual for any particular day will be
PAGE 5
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds' Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds distributed by T. Rowe
Price Investment Services, Inc., excluding T. Rowe Price Spectrum Fund, Inc.,
and any institutional or private label mutual funds. For the purpose of
calculating the Daily Price Funds' Group Fee Accrual for any particular day,
the net assets of each Price Fund shall be determined in accordance with the
prospectus, on behalf of the Fund, as of the close of business on the previous
business day on which the Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall be the
sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month.
The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .35% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the
Corporation's prospectus as of the close of business on the previous business
day on which the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate expenses of
every character incurred by the Fund in any fiscal year, including but not
limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
expenses, the expenses of the Fund shall be annualized monthly as of the last
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
PAGE 6
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
However, as part of the consideration for the Fund's entering into
this Agreement, the Manager hereby agrees that through December 31, 1992, the
expense limit will be 1.20% of the average daily net assets of the Fund
("1.20% Expense Limitation"); provided, however, that (1) any amount paid or
assumed by the Manager pursuant to the 1.20% Expense Limitation (but not over
any State Expense Limit) shall be reimbursed by the Fund to the Manager after
December 31, 1992 (such reimbursement period being referred to as the
"Original Reimbursement Period"); (2) no such reimbursement, with respect to
such Original Reimbursement Period shall be made to the Manager after December
31, 1994; and (3) such reimbursement shall only be made to the extent that it
does not result in the Fund's aggregate expenses exceeding an expense limit of
1.20%. The Manager may voluntarily agree to an additional expense limitation
(any such additional expense limitation hereinafter referred to as an
"Additional Expense Limitation"), for the same or a different period of time
beyond December 31, 1992 (any such additional period being hereinafter
referred to as an "Additional Period") provided, however, that: (1) any amount
paid or assumed by the Manager pursuant to an Additional Expense Limitation
(but in no case over any State Expense Limit) shall be reimbursed by the Fund
to the Manager after the last day of the Additional Period (such additional
reimbursement period being hereinafter referred to as an "Additional
Reimbursement Period"); (2) no reimbursement for an Additional Reimbursement
Period shall be made to the Manager more than two years after the end of an
Additional Period; and (3) reimbursement for an Additional Reimbursement
Period shall only be made to the extent that it does not result in the Fund's
aggregate expenses exceeding the Additional Expense Limitation applicable to
such Additional Reimbursement Period.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors, the
Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")] a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
5. Manager's Use of the Services of Others. The Manager may (at its cost
except as contemplated by Paragraph 4 of this Agreement) employ, retain or
otherwise avail itself of the services or facilities of other persons or
organizations for the purpose of providing the Manager or the Corporation or
Fund, as appropriate, with such statistical and other factual information,
PAGE 7
such advice regarding economic factors and trends, such advice as to
occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained and
preserved by the Corporation or Fund pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of
the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate, shall
furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall limit the
freedom of the Manager or any affiliated person of the Manager to render
investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor any of
its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Corporation or Fund (at
the direction or request of the Manager) or the Manager in connection with the
Manager's discharge of its obligations undertaken or reasonably assumed with
respect to this Agreement, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Corporation or Fund in
connection with the matters to which this Agreement relates, except for loss
resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the name
"T. Rowe Price International Funds, Inc." or any other name derived from the
name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
PAGE 8
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on the
date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1993.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to April
30, 1993 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may not be
amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to
require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
PAGE 9
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 9, 11, 12,
and 13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
By: ___________________________ ________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By: ___________________________ _______________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 6th day of November,
1991, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
corporation (the "Corporation"), and ROWE PRICE-FLEMING INTERNATIONAL, INC., a
corporation organized and existing under the laws of the State of Maryland
(hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price Japan Fund (the "Fund"), a separate
series of the Corporation whose Shares represent interests in a separate
portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Management Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers, dealers,
underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful to the
Fund.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals who
are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay
all salaries, expenses, and fees of the officers and directors of
the Corporation who are affiliated with the Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to pay
or assume the same or any similar expense of the Corporation or
Fund, as appropriate, on any subsequent occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Corporation, for the
benefit of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining and
servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if any;
(3) Shareholder Communications. All expenses of preparing,
setting in type, printing, and distributing reports and other
communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of Fund shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
Fund's prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services
used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges for
services and expenses of the Corporation's legal counsel and
independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and all
expenses incurred in connection with their service;
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
PAGE 4
under the Act and the registration of the Fund's shares under the
Securities Act of 1933, as amended (the "'33 Act"), including all
fees and expenses incurred in connection with the preparation,
setting in type, printing, and filing of any registration
statement and prospectus under the '33 Act or the Act, and any
amendments or supplements that may be made from time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of the Fund shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer of
the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of the Fund's shares, including the expense of confirming all
share transactions;
(13) Bonding and Insurance. All expenses of bond, liability,
and other insurance coverage required by law or deemed advisable
by the Corporation's board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or Fund's,
as appropriate, membership in any trade association or other
investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or Fund,
as appropriate, is a party and the expenses the Corporation or
Fund, as appropriate, may incur as a result of its legal
obligation to provide indemnification to its officers, directors,
and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee")
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
PAGE 5
A. Group Fee. The monthly Group Fee ("Monthly Group Fee") shall
be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for
each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds distributed by T.
Rowe Price Investment Services, Inc., excluding any institutional or private
label mutual funds. For the purpose of calculating the Daily Price Funds'
Group Fee Accrual for any particular day, the net assets of each Price Fund
shall be determined in accordance with the prospectus, on behalf of the Fund,
as of the close of business on the previous business day on which the Fund was
open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall be the
sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month.
The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .50% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the Fund's
prospectus as of the close of business on the previous business day on which
the Fund was open for business.
C. Expense Limitation. To the extent that the aggregate expenses of
every character incurred by the Fund in any fiscal year, including but not
limited to Fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess amount shall be the liability of the Manager to pay in the manner
specified below. To determine the Manager's liability for the Fund's
expenses, the expenses of the Fund shall be annualized monthly as of the last
day of the month. If the annualized expenses for any month exceed the State
Expense Limit, the payment of the Fee for such month (if there be any) shall
PAGE 6
be reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
However, as part of the consideration for the Fund entering into this
Agreement, the Manager hereby agrees that through December 31, 1993, the
expense limit will be 1.50% of the average daily net assets of the Fund
("1.50% Expense Limitation"); provided, however, that (1) any amount paid or
assumed by the Manager pursuant to the 1.50% Expense Limitation shall be
reimbursed by the Fund to the Manager after December 31, 1993 (such
reimbursement period being referred to as the "Original Reimbursement
Period"); (2) no such reimbursement, with respect to such Original
Reimbursement Period shall be made to the Manager after December 31, 1995; and
(3) such reimbursement shall only be made to the extent that it does not
result in the Fund's aggregate expenses exceeding an expense limit of 1.50%.
The Manager may voluntarily agree to an additional expense limitation (any
such additional expense limitation hereinafter referred to as an "Additional
Expense Limitation"), for the same or a different period of time beyond
December 31, 1993 (any such additional period being hereinafter referred to as
an "Additional Period") provided, however, that: (1) any amount paid or
assumed by the Manager pursuant to an Additional Expense Limitation shall be
reimbursed by the Fund to the Manager after the last day of the Additional
Period (such additional reimbursement period being hereinafter referred to as
an "Additional Reimbursement Period"); (2) no reimbursement for an Additional
Reimbursement Period shall be made to the Manager more than two years after
the end of an Additional Period; and (3) reimbursement for an Additional
Reimbursement Period shall only be made to the extent that it does not result
in the Fund's aggregate expenses exceeding the Additional Expense Limitation
applicable to such Additional Reimbursement Period.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")], a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
PAGE 7
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained
and preserved by the Corporation or Fund pursuant to the provisions of rules
or regulations of the Securities and Exchange Commission under Section 31(a)
of the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor
any of its officers, directors, or employees, nor any person performing
executive, administrative, trading, or other functions for the Corporation or
Fund (at the direction or request of the Manager) or the Manager in connection
with the Manager's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Corporation or Fund
in connection with the matters to which this Agreement relates, except for
loss resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
PAGE 8
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1992.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to April
30, 1992 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may not
be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors of the
Corporation who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of
the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed
to require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Act shall be resolved by reference to such
term or provision of the Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
PAGE 9
such court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 9, 11, 12,
and 13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
By:
______________________________ ___________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By:
_______________________________ ___________________________________
Assistant Secretary
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 23rd day of April,
1992, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland
corporation (the "Corporation"), and ROWE PRICE-FLEMING INTERNATIONAL, INC., a
corporation organized and existing under the laws of the State of Maryland
(hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the T. Rowe Price Short-Term Global Income Fund (the
"Fund"), a separate series of the Corporation whose Shares represent interests
in a separate portfolio of securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Duties and Responsibilities of Manager.
A. Investment Management Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
PAGE 2
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of this duty, the
Manager, as agent and attorney-in-fact with respect to the Corporation, is
authorized, in its discretion and without prior consultation with the
Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers, dealers,
underwriters or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Corporation's transfer agent,
custodian, independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as they may, at any time or from
time to time, reasonably request or as the Manager may deem helpful to the
Fund.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals who
are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2. Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay
all salaries, expenses, and fees of the officers and directors of
the Corporation who are affiliated with the Manager.
PAGE 3
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to pay
or assume the same or any similar expense of the Corporation or
Fund, as appropriate, on any subsequent occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the Manager as
provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the Corporation or Fund, as appropriate, shall
pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Corporation, for the
benefit of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining and
servicing shareholder accounts, including all charges for
transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if any;
(3) Shareholder Communications. All expenses of preparing,
setting in type, printing, and distributing reports and other
communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of Fund shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
Fund's prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services
used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Corporation or Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges for
services and expenses of the Corporation's legal counsel and
independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and all
expenses incurred in connection with their service;
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
PAGE 4
under the Act and the registration of the Fund's shares under the
Securities Act of 1933, as amended (the "'33 Act"), including all
fees and expenses incurred in connection with the preparation,
setting in type, printing, and filing of any registration
statement and prospectus under the '33 Act or the Act, and any
amendments or supplements that may be made from time to time;
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of the Fund shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer of
the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of the Fund's shares, including the expense of confirming all
share transactions;
(13) Bonding and Insurance. All expenses of bond, liability,
and other insurance coverage required by law or deemed advisable
by the Corporation's board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate, to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or Fund's,
as appropriate, membership in any trade association or other
investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or Fund,
as appropriate, is a party and the expenses the Corporation or
Fund, as appropriate, may incur as a result of its legal
obligation to provide indemnification to its officers, directors,
and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee")
which will consist of two components: a Group Management Fee ("Group Fee")
and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the
Manager on the first business day of the next succeeding calendar month and
shall be calculated as follows:
PAGE 5
A. Group Fee. The monthly Group Fee ("Monthly Group Fee") shall
be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for
each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined below
("Daily Price Funds' Group Fee Accrual") by the ratio of the Fund's net assets
for that day to the sum of the aggregate net assets of the Price Funds for
that day. The Daily Price Funds' Group Fee Accrual for any particular day
shall be calculated by multiplying the fraction of one (1) over the number of
calendar days in the year by the annualized Daily Price Funds' Group Fee
Accrual for that day as determined in accordance with the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Thereafter
The Price Funds shall include all the mutual funds distributed by T.
Rowe Price Investment Services, Inc., excluding any institutional or private
label mutual funds. For the purpose of calculating the Daily Price Funds'
Group Fee Accrual for any particular day, the net assets of each Price Fund
shall be determined in accordance with the prospectus, on behalf of the Fund,
as of the close of business on the previous business day on which the Fund was
open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall be the
sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month.
The Daily Fund Fee Accrual for any particular day will be computed by
multiplying the fraction of one (1) over the number of calendar days in the
year by the Fund Fee Rate of .25% and multiplying this product by the net
assets of the Fund for that day, as determined in accordance with the Fund's
prospectus as of the close of business on the previous business day on which
the Fund was open for business.
C. Expense Limitation. As part of the consideration for the Fund
entering into this Agreement, the Manager hereby agrees to limit the aggregate
expenses of every character incurred by the Fund, including but not limited to
Fees of the Manager computed as hereinabove set forth, but excluding interest,
taxes, brokerage, and other expenditures which are capitalized in accordance
with generally accepted accounting principles and extraordinary expenses,
("Manager Limitation"). Under the Manager Limitation, the Manager agrees that
through December 31, 1993, such expenses shall not exceed 1.00% of the average
daily net assets of the Fund ("1.00% Expense Limitation"). To determine the
Manager's liability for the Fund's expenses over the 1.00% Expense Limitation,
the amount of allowable year-to-date expenses shall be computed daily by pro
rating the 1.00% Expense Limitation based on the number of days elapsed within
the fiscal year of the Fund, or limitation period, if shorter ("Pro Rated
PAGE 6
Limitation"). The Pro Rated Limitation shall be compared to the expenses of
the Fund recorded through the prior day in order to produce the allowable
expenses to be recorded for the current day ("Allowable Expenses"). If the
Fund's Management Fee and other expenses for the current day exceed the
Allowable Expenses, the Management Fee for the current day shall be reduced by
such excess ("Unaccrued Fees"). In the event the excess exceeds the amount
due as the Management Fee, the Manager shall be responsible to the Fund for
the additional excess ("Other Expenses Exceeding Limit"). If at any time up
through and including December 31, 1993, the Fund's Management Fee and other
expenses for the current day are less than the Allowable Expenses, the
differential shall be due to the Manager as payment of cumulative Unaccrued
Fees (if any) or as payment for cumulative Other Expenses Exceeding Limit (if
any). If cumulative Unaccrued Fees or cumulative Other Expenses Exceeding
Limit remain at December 31, 1993, these amounts shall be paid to the Manager
in the future provided that: (1) no such payment shall be made to the Manager
after December 31, 1995; and (2) such payment shall only be made to the extent
that it does not result in the Fund's aggregate expenses exceeding an expense
limit of 1.00% of average daily net assets. The Manager may voluntarily agree
to an additional expense limitation (any such additional expense limitation
hereinafter referred to as an "Additional Expense Limitation"), at the same or
a different level and for the same or a different period of time beyond
December 31, 1993 (any such additional period being hereinafter referred to an
as "Additional Period") provided, however, that: (1) the calculations and
methods of payment shall be as described above; (2) no payment for cumulative
Unaccrued Fees or cumulative Other Expenses Exceeding Limit shall be made to
the Manager more than two years after the end of an Additional Period; and (3)
payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding
Limit after the expiration of the Additional Period shall only be made to the
extent it does not result in the Fund's aggregate expenses exceeding the
Additional Expense Limitation to which the unpaid amounts relate.
In addition to the Manager Limitation, it is understood that the
expenses of the Fund will not exceed any expense limitation prescribed by any
state in which the Fund's shares are qualified for sale ("State Expense
Limit"). Any Management Fees not paid or expenses assumed by the Manager
pursuant to a State Expense Limit shall be subject to reimbursement provided
that no such reimbursement shall be made more than two years after the fiscal
year in which such fees were not paid or expenses assumed.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors,
the Manager, in carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund, to pay a broker-dealer which furnishes
brokerage or research services [as such services are defined under Section
28(e) of the Securities Exchange Act of 1934, as amended (the "'34 Act")], a
higher commission than that which might be charged by another broker-dealer
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-dealer, viewed in terms of either that
PAGE 7
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
5. Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its obligations hereunder or otherwise helpful
to the Corporation or Fund, as appropriate, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained
and preserved by the Corporation or Fund pursuant to the provisions of rules
or regulations of the Securities and Exchange Commission under Section 31(a)
of the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7. Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor
any of its officers, directors, or employees, nor any person performing
executive, administrative, trading, or other functions for the Corporation or
Fund (at the direction or request of the Manager) or the Manager in connection
with the Manager's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Corporation or Fund
in connection with the matters to which this Agreement relates, except for
loss resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
PAGE 8
10. Use of Manager's Name. The Corporation or Fund may use the
name "T. Rowe Price International Funds, Inc." or any other name derived from
the name "T. Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of the
Manager as investment manager. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement shall
no longer be in effect, the Corporation or Fund will (by corporate action, if
necessary) cease to use any name derived from the name "T. Rowe Price," any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Manager, or with any organization which shall
have succeeded to the Manager's business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1993.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically
approved at least annually (a) by either the board of directors of the
Corporation, or by vote of a majority of the outstanding voting securities of
the Fund; (b) in either event by the vote, cast in person at a meeting called
for the purpose of voting on such approval, of a majority of the directors of
the Corporation, with respect to the Fund, who are not parties to this
Agreement or interested persons of any such party; and (c) the Manager shall
not have notified the Corporation, in writing, at least 60 days prior to April
30, 1993 or prior to April 30th of any year thereafter, that it does not
desire such continuation. The Manager shall furnish to the Corporation,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. Amendment and Assignment of Agreement. This Agreement may not
be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors of the
Corporation who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of
the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed
to require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
PAGE 9
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Act shall be resolved by reference to such
term or provision of the Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 9, 11, 12,
and 13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
By:
______________________________ ___________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By:
_______________________________ ___________________________________
Assistant Secretary
PAGE 1
UNDERWRITING AGREEMENT
BETWEEN
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
AND
T. ROWE PRICE INVESTMENT SERVICES, INC.
THIS UNDERWRITING AGREEMENT, made as of the 1st day of May, 1990, by
and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a corporation organized
and existing under the laws of the State of Maryland (hereinafter called the
"Corporation"), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation
organized and existing under the laws of the State of Maryland (hereinafter
called the "Distributor").
WITNESSETH:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the federal
Investment Company Act of 1940, as amended ("ICA-40"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in separate series, with each such series representing the
interests in a separate portfolio of securities and other assets; and
WHEREAS, the Corporation intends initially to offer Shares in four
series, the T. Rowe Price International Stock Fund, T. Rowe Price
International Bond Fund, T. Rowe Price International Discovery Fund, and T.
Rowe Price European Stock Fund (the "Funds"), such series together with any
other series which may be established later and served by the Distributor
hereunder, being herein referred to collectively as the "Funds" and
individually referred to as a "Fund"); and
WHEREAS, the Distributor is engaged principally in the business of
distributing shares of the investment companies sponsored and managed by
either T. Rowe Price Associates, Inc. ("Price Associates") or Rowe Price-
Fleming International, Inc. ("Price-Fleming") and is registered as a broker-
dealer under the Securities Exchange Act of 1934, as amended, ("SEA-34") and
is a member of the National Association of Securities Dealers, Inc. ("NASD");
and
WHEREAS, the Corporation desires the Distributor to act as the
distributor in the public offering of the Shares of the Funds;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
PAGE 2
1. Delivery of Corporation Documents. The Corporation has
furnished Distributor with copies, properly certified or authenticated, of
each of the following:
(a) Articles of Amendment and Restatement, dated February 16,
1990.
(b) By-Laws of the Corporation as in effect on the date
hereof.
(c) Resolutions of the Board of Directors of the Corporation
selecting Distributor as principal underwriter for the
Funds and approving this form of agreement.
The Corporation shall furnish the Distributor from time to time with
copies, properly certified or authenticated, of all the amendments of, or
supplements to, the foregoing, if any.
The Corporation shall furnish Distributor promptly with properly
certified or authenticated copies of any registration statements filed by it
on behalf of the Funds with the Securities and Exchange Commission under the
Securities Act of 1933, as amended ("SA-33") or ICA-40, together with any
financial statements and exhibits included therein, and all amendments or
supplements thereto hereafter filed.
2. Sale of Shares. Subject to the provisions of Paragraphs 3, 4,
and 6 hereof, and to such minimum purchase requirements as may from time to
time be currently indicated in the Corporation's prospectus, on behalf of the
Funds, the Distributor is authorized to sell, as agent for the Corporation, on
behalf of the Funds, Shares authorized for issuance and registered under SA-
33. Distributor may also sell Shares under offers of exchange between and
among the investment companies for which Price Associates and/or Price-Fleming
act as investment advisers ("Price Funds"). Distributor may also purchase as
principal such Shares for resale to the public. Such sale will be made by
Distributor on behalf of the Funds by accepting unconditional orders to
purchase the Shares placed with Distributor by investors and such purchases
will be made by Distributor only after acceptance by Distributor of such
orders. The sales price to the public of such Shares shall be the public
offering price as defined in Paragraph 5 hereof.
3. Sale of Shares by the Corporation. The rights granted to the
Distributor shall be nonexclusive in that the Corporation, on behalf of the
Funds, reserves the right to sell Shares of the Funds to investors pursuant to
applications received and accepted by the Corporation or its transfer agent.
Further, the Corporation reserves the right to issue Shares in connection with
the merger or consolidation of any other investment company, trust or personal
holding company with the Corporation or the Corporation's acquisition by the
purchase or otherwise, of all or substantially all of the assets of an
investment company, trust or personal holding company. Any right granted to
Distributor to accept orders for Shares, or to make sales on behalf of the
Funds or to purchase Shares for resale, will not apply to Shares issued in
connection with the merger or consolidation of any other investment company
with the Corporation or its acquisition by purchase or otherwise, of all or
substantially all of the assets of any investment company, trust or personal
holding company, or substantially all of the outstanding shares or interests
of any such entity, and such right shall not apply to Shares that may be
PAGE 3
offered by the Corporation to shareholders by virtue of their being
shareholders of the Funds.
4. Shares Covered by this Agreement. This Agreement relates to
the issuance and sale of Shares that are duly authorized, registered, and
available for sale by the Corporation, on behalf of the Funds, including
redeemed or repurchased Shares if and to the extent that they may be legally
sold and if, but only if, the Corporation authorizes the Distributor to sell
them.
5. Public Offering Price. All Shares sold by the Distributor
pursuant to this Agreement shall be sold at the public offering price. The
public offering price for all accepted subscriptions will be the net asset
value per share, as determined in the manner provided in the Corporation's
Articles of Incorporation, with respect to the Funds, as now in effect, or as
they may be amended (and as reflected in the then current prospectus of the
Corporation, with respect to the Funds), next after the order is accepted by
the Distributor. The Distributor will process orders submitted by brokers for
the sale of Shares at the public offering price exclusive of any commission
charged by such broker to his customer.
6. Suspension of Sales. If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no further
orders for Shares shall be accepted by the Distributor except such
unconditional orders placed with the Distributor before it had knowledge of
the suspension. In addition, the Corporation reserves the right to suspend
sales and Distributor's authority to accept orders for Shares on behalf of the
Funds if, in the judgment of the Board of Directors of the Corporation, it is
in the best interests of the Corporation or Funds to do so, such suspension to
continue for such period as may be determined by the Board of Directors; and
in that event, no orders to purchase Shares shall be processed or accepted by
the Distributor on behalf of the Funds while such suspension remains in effect
except for Shares necessary to cover unconditional orders accepted by
Distributor before it had knowledge of the suspension, unless otherwise
directed by the Board of Directors.
7. Solicitation of Orders. In consideration of the rights granted
to the Distributor under this Agreement, Distributor will use its best efforts
(but only in states in which Distributor may lawfully do so) to obtain from
investors unconditional orders for Shares authorized for issuance by the
Corporation, on behalf of the Funds, and registered under SA-33, provided that
Distributor may in its discretion reject any order to purchase Shares. This
does not obligate the Distributor to register or maintain its registration as
a broker or dealer under the state securities laws of any jurisdiction if, in
the discretion of the Distributor, such registration is not practical or
feasible. The Funds shall make available to the Distributor at the expense of
the Distributor such number of copies of the currently effective prospectus
pertaining to the Funds as the Distributor may reasonably request. The Funds
shall furnish to the Distributor copies of all information, financial
statements and other papers which the Distributor may reasonably request for
use in connection with the distribution of Shares.
8. Authorized Representations. The Corporation is not authorized
by the Distributor to give, on behalf of the Distributor, any information or
PAGE 4
to make any representations other than the information and representations
contained in a registration statement or prospectus filed with the SEC under
SA-33 and/or ICA-40, covering Shares, as such registration statement and
prospectus may be amended or supplemented from time to time.
Distributor is not authorized by the Corporation to give on
behalf of the Funds any information or to make any representations in
connection with the sale of Shares other than the information and
representations contained in a registration statement or prospectus filed, on
behalf of the Funds, with the Securities and Exchange Commission ("SEC") under
SA-33 and/or ICA-40, covering Shares, as such registration statement and
prospectus may be amended or supplemented from time to time, or contained in
shareholder reports or other material that may be prepared by or on behalf of
the Funds for the Distributor's use. This shall not be construed to prevent
the Distributor from preparing and distributing tombstone ads and sales
literature or other material as it may deem appropriate. No person other than
Distributor is authorized to act as principal underwriter (as such term is
defined in ICA-40, as amended) for the Corporation.
9. Registration and Sale of Additional Shares. The Corporation,
on behalf of the Funds, will, from time to time, use its best efforts to
register under SA-33, such Shares of the Funds as Distributor may reasonably
be expected to sell on behalf of the Funds. In connection therewith, the
Corporation, on behalf of the Funds, hereby agrees to register an indefinite
number of Shares pursuant to Rule 24f-2 under ICA-40, and to register such
Shares as shall be deemed advisable pursuant to Rule 24e-2 under ICA-40, as
amended. The Corporation, on behalf of the Funds, will, in cooperation with
the Distributor, take such action as may be necessary from time to time to
qualify such Shares (so registered or otherwise qualified for sale under
SA-33), in any state mutually agreeable to the Distributor and the Funds, and
to maintain such qualification.
10. Expenses. The Corporation or Funds, as appropriate, shall pay
all fees and expenses:
a. in connection with the preparation, setting in type and
filing of any registration statement and prospectus under
SA-33 and/or ICA-40, and any amendments or supplements
that may be made from time to time;
b. in connection with the registration and qualification of
Shares for sale in the various states in which the Funds
shall determine it advisable to qualify such Shares for
sale. (Including registering the Corporation as a broker
or dealer or any officer of the Corporation or other
person as agent or salesman of the Corporation in any
state.);
c. of preparing, setting in type, printing and mailing any
report or other communication to shareholders of the Funds
in their capacity as such;
d. of preparing, setting in type, printing and mailing
prospectuses annually to existing shareholders;
PAGE 5
e. in connection with the issue and transfer of Shares
resulting from the acceptance by Distributor of orders to
purchase Shares placed with the Distributor by investors,
including the expenses of confirming such purchase orders;
and
f. of any issue taxes or (in the case of Shares redeemed) any
initial transfer taxes.
The Distributor shall pay (or will enter into arrangements
providing that persons other than Distributor shall pay) all fees and
expenses:
a. of printing and distributing any prospectuses or reports
prepared for its use in connection with the distribution
of Shares to the public;
b. of preparing, setting in type, printing and mailing any
other literature used by the Distributor in connection
with the distribution of the Shares to the public;
c. of advertising in connection with the distribution of such
Shares to the public;
d. incurred in connection with its registration as a broker
or dealer or the registration or qualification of its
officers, directors or representatives under federal and
state laws; and
e. incurred in connection with the sale and offering for sale
of Shares which have not been herein specifically
allocated to the Funds.
11. Conformity With Law. Distributor agrees that in selling Shares
it shall duly conform in all respects with the laws of the United States and
any state in which such Shares may be offered for sale by Distributor pursuant
to this Agreement and to the rules and regulations of the NASD.
12. Independent Contractor. Distributor shall be an independent
contractor and neither Distributor, nor any of its officers, directors,
employees, or representatives is or shall be an employee of the Corporation in
the performance of Distributor's duties hereunder. Distributor shall be
responsible for its own conduct and the employment, control, and conduct of
its agents and employees and for injury to such agents or employees or to
others through its agents or employees. Distributor assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employee taxes thereunder.
13. Indemnification. Distributor agrees to indemnify and hold
harmless the Corporation or Funds, as appropriate, and each of the
Corporation's directors, officers, employees, representatives and each person,
if any, who controls the Corporation or Funds within the meaning of Section 15
of SA-33 against any and all losses, liabilities, damages, claims or expenses
PAGE 6
(including the reasonable costs of investigating or defending any alleged
loss, liability, damage, claim or expense and reasonable legal counsel fees
incurred in connection therewith) to which the Corporation or Funds or such of
the Corporation's directors, officers, employees, representatives or
controlling person may become subject under SA-33, under any other statute, at
common law, or otherwise, arising out of the acquisition of any Shares by any
person which (i) may be based upon any wrongful act by Distributor or any of
Distributor's directors, officers, employees or representatives, or (ii) may
be based upon any untrue statement or alleged untrue statement of a material
fact contained in a registration statement, prospectus, shareholder report or
other information covering Shares filed or made public by the Corporation, on
behalf of the Funds, or any amendment thereof or supplement thereto, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon information furnished to
the Corporation by Distributor. In no case (i) is Distributor's indemnity in
favor of the Corporation or Funds, as appropriate, or any person indemnified
to be deemed to protect the Corporation or Funds, as appropriate, or such
indemnified person against any liability to which the Corporation or Funds, as
appropriate, or such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties
or by reason of his reckless disregard of his obligations and duties under
this Agreement or (ii) is Distributor to be liable under its indemnity
agreement contained in this Paragraph with respect to any claim made against
the Corporation or Funds, as appropriate, or any person indemnified unless the
Corporation or Funds, as appropriate, or such person, as the case may be,
shall have notified Distributor in writing of the claim within a reasonable
time after the summons or other first written notification giving information
of the nature of the claim shall have been served upon the Corporation or
Funds, as appropriate, or upon such person (or after the Corporation or Funds
or such person shall have received notice of such service on any designated
agent). However, failure to notify Distributor of any such claim shall not
relieve Distributor from any liability which Distributor may have to the
Corporation or Funds or any person against whom such action is brought
otherwise than on account of Distributor's indemnity agreement contained in
this Paragraph.
Distributor shall be entitled to participate, at its own
expense, in the defense, or, if Distributor so elects, to assume the defense
of any suit brought to enforce any such claim, but, if Distributor elects to
assume the defense, such defense shall be conducted by legal counsel chosen by
Distributor and satisfactory to the Corporation, on behalf of the Funds, to
its directors, officers, employees or representatives, or to any controlling
person or persons, defendant or defendants, in the suit. In the event that
Distributor elects to assume the defense of any such suit and retain such
legal counsel, the Corporation, its directors, officers, employees,
representatives or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional legal counsel
retained by them. If Distributor does not elect to assume the defense of any
such suit, Distributor will reimburse the Corporation, on behalf of the Funds,
such directors, officers, employees, representatives or controlling person or
persons, defendant or defendants in such suit for the reasonable fees and
expenses of any legal counsel retained by them. Distributor agrees to
promptly notify the Corporation of the commencement of any litigation or
PAGE 7
proceedings against it or any of its directors, officers, employees or
representatives in connection with the issue or sale of any Shares.
The Corporation, on behalf of the Funds, agrees to indemnify
and hold harmless Distributor and each of its directors, officers, employees,
representatives and each person, if any, who controls Distributor within the
meaning of Section 15 of SA-33 against any and all losses, liabilities,
damages, claims or expenses (including the reasonable costs of investigating
or defending any alleged loss, liability, damage, claim or expense and
reasonable legal counsel fees incurred in connection therewith) to which
Distributor or such of its directors, officers, employees, representatives or
controlling person may become subject under SA-33, under any other statute, at
common law, or otherwise, arising out of the acquisition of any Shares by any
person which (i) may be based upon any wrongful act by the Corporation or any
of the Corporation's directors, officers, employees or representatives, or
(ii) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, shareholder
report or other information covering Shares filed or made public by the
Corporation, on behalf of the Funds, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon information
furnished to Distributor by the Corporation. In no case (i) is the
Corporation's indemnity in favor of the Distributor, or any person indemnified
to be deemed to protect the Distributor or such indemnified person against any
liability to which the Distributor or such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of his
obligations and duties under this Agreement, or (ii) is the Corporation, on
behalf of the Funds, to be liable under its indemnity agreement contained in
this Paragraph with respect to any claim made against Distributor, or person
indemnified unless Distributor, or such person, as the case may be, shall have
notified the Corporation in writing of the claim within a reasonable time
after the summons or other first written notification giving information of
the nature of the claim shall have been served upon Distributor or upon such
person (or after Distributor or such person shall have received notice of such
service on any designated agent). However, failure to notify the Corporation
of any such claim shall not relieve the Corporation from any liability which
the Corporation may have to Distributor or any person against whom such action
is brought otherwise than on account of the Corporation's indemnity agreement
contained in this Paragraph.
The Corporation, on behalf of the Funds, shall be entitled to
participate, at its own expense, in the defense, or, if the Corporation, on
behalf of the Funds, so elects, to assume the defense of any suit brought to
enforce any such claim, but, if the Corporation, on behalf of the Funds,
elects to assume the defense, such defense shall be conducted by legal counsel
chosen by the Corporation, on behalf of the Funds, and satisfactory to
Distributor, to its directors, officers, employees or representatives, or to
any controlling person or persons, defendant or defendants, in the suit. In
the event that the Corporation, on behalf of the Funds, elects to assume the
defense of any such suit and retain such legal counsel, Distributor, its
directors, officers, employees, representatives or controlling person or
PAGE 8
persons, defendant or defendants in the suit, shall bear the fees and expenses
of any additional legal counsel retained by them. If the Corporation, on
behalf of the Funds, does not elect to assume the defense of any such suit,
the Corporation, on behalf of the Funds, will reimburse Distributor, such
directors, officers, employees, representatives or controlling person or
persons, defendant or defendants in such suit for the reasonable fees and
expenses of any legal counsel retained by them. The Corporation, on behalf of
the Funds, agrees to promptly notify Distributor of the commencement of any
litigation or proceedings against it or any of its directors, officers,
employees, or representatives in connection with the issue or sale of any
Shares.
14. Duration and Termination of This Agreement. This Agreement
shall become effective upon its execution ("effective date") and, unless
terminated as provided, shall remain in effect through April 30, 1991 and from
year to year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the directors of the
Corporation who are not interested persons of Distributor or of the
Corporation, cast in person at a meeting called for the purpose of voting on
such approval, and by vote of the directors of the Corporation or of a
majority of the outstanding voting securities of the Corporation. This
Agreement may, on 60 days' written notice, be terminated at any time, without
the payment of any penalty, by the vote of a majority of the directors of the
Corporation who are not interested persons of Distributor or the Corporation,
by a vote of a majority of the outstanding voting securities of the
Corporation, or by Distributor. This Agreement will automatically terminate
in the event of its assignment. In interpreting the provisions of this
Paragraph 14, the definitions contained in Section 2(a) of ICA-40
(particularly the definitions of "interested person," "assignment," and
"majority of the outstanding securities") shall be applied.
15. Amendment of this Agreement. No provisions of this Agreement
may be changed, waived, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge, or termination is sought. If the Corporation
should at any time deem it necessary or advisable in the best interests of the
Corporation that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the SEC or other governmental
authority or to obtain any advantage under state or federal tax laws and
notifies Distributor of the form of such amendment, and the reasons therefor,
and if Distributor should decline to assent to such amendment, the Corporation
may terminate this Agreement forthwith. If Distributor should at any time
request that a change be made in the Corporation's Articles of Incorporation
or By-Laws or in its methods of doing business, in order to comply with any
requirements of federal law or regulations of the SEC, or of a national
securities association of which Distributor is or may be a member relating to
the sale of Shares, and the Corporation, on behalf of the Funds, should not
make such necessary change within a reasonable time, Distributor may terminate
this Agreement forthwith.
16. Additional Funds. In the event that the Corporation
establishes one or more series of Shares in addition to the Funds with respect
to which it desires to have Distributor render services as distributor under
the terms hereof, it shall so notify Distributor in writing, and if
PAGE 9
Distributor agrees in writing to provide such services, such series of Shares
shall become a Fund hereunder.
17. Miscellaneous. It is understood and expressly stipulated that
neither the shareholders of the Funds, nor the directors of the Corporation
shall be personally liable hereunder. The captions in this Agreement are
included for convenience of reference only, and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
18. Notice. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party
giving notice: if to the Corporation, 100 East Pratt Street, Baltimore,
Maryland 21202, and if to the Distributor, at 100 East Pratt Street,
Baltimore, Maryland 21202.
ATTEST: T. ROWE PRICE INTERNATIONAL FUNDS, INC.
__________________________ By:_______________________________________
Secretary Chairman of the Board
ATTEST: T. ROWE PRICE INVESTMENT SERVICES, INC.
__________________________ By:_______________________________________
Assistant Secretary President
The Custodian Agreement dated September 28, 1987, as amended, between State
Street Bank and Trust Company and T. Rowe Price Funds should be inserted here.
PAGE 1
CUSTODIAN CONTRACT
Between
STATE STREET BANK AND TRUST COMPANY
and
EACH OF THE PARTIES INDICATED
ON APPENDIX A
DATED: SEPTEMBER 28, 1987
FRF 07/87
PAGE 2
TABLE OF CONTENTS
1. Employment of Custodian and Property to be Held By It. . . . . . . . .1
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian in the United States.. . . . . . . . . . . . .2
2.1 Holding Securities . . . . . . . . . . . . . . . . . . . . . .2
2.2 Delivery of Securities . . . . . . . . . . . . . . . . . . . .2
1) Sale . . . . . . . . . . . . . . . . . . . . . . . . . .2
2) Repurchase Agreement . . . . . . . . . . . . . . . . . .2
3) Securities System. . . . . . . . . . . . . . . . . . . .3
4) Tender Offer . . . . . . . . . . . . . . . . . . . . . .3
5) Redemption by Issuer . . . . . . . . . . . . . . . . . .3
6) Transfer to Issuer, Nominee, Exchange. . . . . . . . . .3
7) Sale to Broker . . . . . . . . . . . . . . . . . . . . .3
8) Exchange or Conversion . . . . . . . . . . . . . . . . .4
9) Warrants, Rights . . . . . . . . . . . . . . . . . . . .4
10) Loans of Securities. . . . . . . . . . . . . . . . . . .4
11) Borrowings . . . . . . . . . . . . . . . . . . . . . . .4
12) Options. . . . . . . . . . . . . . . . . . . . . . . . .5
13) Futures. . . . . . . . . . . . . . . . . . . . . . . . .5
14) In-Kind Distributions. . . . . . . . . . . . . . . . . .5
15) Miscellaneous. . . . . . . . . . . . . . . . . . . . . .5
16) Type of Payment. . . . . . . . . . . . . . . . . . . . .6
2.3 Registration of Securities . . . . . . . . . . . . . . . . . .6
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . .7
2.5 Sale of Shares and Availability of Federal Funds . . . . . . .7
2.6 Collection of Income, Dividends. . . . . . . . . . . . . . . .7
2.7 Payment of Fund Monies . . . . . . . . . . . . . . . . . . . .8
1) Purchases. . . . . . . . . . . . . . . . . . . . . . . .8
2) Exchanges. . . . . . . . . . . . . . . . . . . . . . . .9
3) Redemptions. . . . . . . . . . . . . . . . . . . . . . .9
4) Expense and Liability. . . . . . . . . . . . . . . . . .9
5) Dividends. . . . . . . . . . . . . . . . . . . . . . . .9
6) Short Sale Dividend. . . . . . . . . . . . . . . . . . .10
7) Loan . . . . . . . . . . . . . . . . . . . . . . . . . .10
8) Miscellaneous. . . . . . . . . . . . . . . . . . . . . .10
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased . . . . . . . . . . . . . . . . . . .10
2.9 Appointment of Agents. . . . . . . . . . . . . . . . . . . . .10
2.10 Deposit of Securities in Securities System . . . . . . . . . .10
1) Account of Custodian . . . . . . . . . . . . . . . . . .11
2) Records. . . . . . . . . . . . . . . . . . . . . . . . .11
3) Payment of Fund Monies, Delivery of
Securities . . . . . . . . . . . . . . . . . . . . . .11
4) Reports. . . . . . . . . . . . . . . . . . . . . . . . .12
5) Annual Certificate . . . . . . . . . . . . . . . . . . .12
6) Indemnification. . . . . . . . . . . . . . . . . . . . .12
2.11 Fund Assets Held in the Custodian's Direct Paper
System . . . . . . . . . . . . . . . . . . . . . . . . . . .13
2.12 Segregated Account . . . . . . . . . . . . . . . . . . . . . .14
PAGE 3
2.13 Ownership Certificates for Tax Purposes. . . . . . . . . . . .15
2.14 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . .15
2.15 Communications Relating to Fund Portfolio
Securities . . . . . . . . . . . . . . . . . . . . . . . . .15
2.16 Reports to Fund by Independent Public Accountants. . . . . . .16
3. Duties of the Custodian with Respect to Property
of the Fund Held Outside of the United States. . . . . . . . . . . .16
3.1 Appointment of Foreign Sub-Custodians. . . . . . . . . . . . .16
3.2 Assets to be Held. . . . . . . . . . . . . . . . . . . . . . .17
3.3 Foreign Securities Depositories. . . . . . . . . . . . . . . .17
3.4 Segregation of Securities. . . . . . . . . . . . . . . . . . .17
3.5 Access of Independent Accountants of the Fund. . . . . . . . .17
3.6 Reports by Custodian . . . . . . . . . . . . . . . . . . . . .18
3.7 Transactions in Foreign Assets of the Fund . . . . . . . . . .18
3.8 Responsibility of Custodian, Sub-Custodian and
Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
3.9 Monitoring Responsibilities. . . . . . . . . . . . . . . . . .19
3.10 Branches of U.S. Banks . . . . . . . . . . . . . . . . . . . .19
4. Payments for Repurchases or Redemptions and Sales of
Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . . .19
5. Proper Instructions. . . . . . . . . . . . . . . . . . . . . . . . . .20
6. Actions Permitted Without Express Authority. . . . . . . . . . . . . .21
7. Evidence of Authority, Reliance on Documents . . . . . . . . . . . . .21
8. Duties of Custodian with Respect to the Books of Account
and Calculations of Net Asset Value and Net Income . . . . . . . . .22
9. Records, Inventory . . . . . . . . . . . . . . . . . . . . . . . . . .22
10. Opinion of Fund's Independent Accountant . . . . . . . . . . . . . . .23
11. Compensation of Custodian. . . . . . . . . . . . . . . . . . . . . . .23
12. Responsibility of Custodian. . . . . . . . . . . . . . . . . . . . . .23
13. Effective Period, Termination and Amendment. . . . . . . . . . . . . .25
14. Successor Custodian. . . . . . . . . . . . . . . . . . . . . . . . . .26
15. Interpretive and Additional Provisions . . . . . . . . . . . . . . . .28
16. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
17. Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
18. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
19. Exemption from Liens . . . . . . . . . . . . . . . . . . . . . . . . .29
20. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . .29
21. Prior Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
22. The Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
23. Governing Documents. . . . . . . . . . . . . . . . . . . . . . . . . .30
24. Subcustodian Agreement . . . . . . . . . . . . . . . . . . . . . . . .30
25. Directors and Trustees . . . . . . . . . . . . . . . . . . . . . . . .30
26. Massachusetts Business Trust . . . . . . . . . . . . . . . . . . . . .30
27. Successors of Parties. . . . . . . . . . . . . . . . . . . . . . . . .31
PAGE 4
CUSTODIAN CONTRACT
This Contract by and between State Street Bank and Trust
Company, a Massachusetts trust company, having its principal
place of business at 225 Franklin Street, Boston, Massachusetts,
02110 (hereinafter called the "Custodian"), and each fund which
is listed on Appendix A (as such Appendix may be amended from
time to time) and which evidences its agreement to be bound
hereby by executing a copy of this Contract (each such fund
individually hereinafter called the "Fund," whose definition may
be found in Section 22),
WITNESSETH: That in consideration of the mutual covenants
and agreements hereinafter contained, the parties hereto agree as
follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of
its assets, including securities it desires to be held in places
within the United States ("domestic securities") and securities
it desires to be held outside the United States ("foreign
securities") pursuant to the Governing Documents of the Fund.
The Fund agrees to deliver to the Custodian all securities and
cash now or hereafter owned or acquired by it, and all payments
of income, payments of principal or capital distributions
received by it with respect to all securities owned by the Fund
from time to time, and the cash consideration received by it for
such new or treasury shares of capital stock ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian
shall not be responsible for any property of the Fund held or
received by the Fund and not delivered to the Custodian.
With respect to domestic securities, upon receipt of "Proper
Instructions" (within the meaning of Article 5), the Custodian
shall from time to time employ one or more sub-custodians located
in the United States, but only in accordance with an applicable
vote by the Board of Directors/Trustees of the Fund, and provided
that the Custodian shall have no more or less responsibility or
liability to the Fund on account of any actions or omissions of
any sub-custodian so employed than any such sub-custodian has to
the Custodian, and further provided that the Custodian shall not
release the sub-custodian from any responsibility or liability
unless mutually agreed upon by the parties in writing. With
respect to foreign securities and other assets of the Fund held
outside the United States, the Custodian shall employ Chase
Manhattan Bank, N.A., as a sub-custodian for the Fund in
accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund
Held By the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of the Fund all
PAGE 5
non-cash property, to be held by it in the United States,
including all domestic securities owned by the Fund, other
than (a) securities which are maintained pursuant to Section
2.10 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein
as "Securities System," and (b) commercial paper of an
issuer for which the Custodian acts as issuing and paying
agent ("Direct Paper") which is deposited and/or maintained
in the Direct Paper System of the Custodian pursuant to
Section 2.11.
2.2 Delivery of Securities. The Custodian shall release
and deliver domestic securities owned by the Fund held by
the Custodian or in a Securities System account of the
Custodian or in the Custodian's Direct Paper book entry
system account ("Direct Paper System Account") only upon
receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by mutual agreement of
the parties, and only in the following cases:
1) Sale. Upon sale of such securities for the
account of the Fund and receipt of payment
therefor;
2) Repurchase Agreement. Upon the receipt of payment
in connection with any repurchase agreement
related to such securities entered into by the
Fund;
3) Securities System. In the case of a sale effected
through a Securities System, in accordance with
the provisions of Section 2.10 hereof;
4) Tender Offer. To the depository agent or other
receiving agent in connection with tender or other
similar offers for portfolio securities of the
Fund;
5) Redemption by Issuer. To the issuer thereof or
its agent when such securities are called,
redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) Transfer to Issuer, Nominee. Exchange. To the
issuer thereof, or its agent, for transfer into
the name of the Fund or into the name of any
nominee or nominees of the Custodian or into the
name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or
nominee name of any sub-custodian appointed
pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units and bearing the same
interest rate, maturity date and call provisions,
PAGE 6
if any; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7) Sale to Broker or Dealer. Upon the sale of such
securities for the account of the Fund, to the
broker or its clearing agent or dealer, against a
receipt, for examination in accordance with
"street delivery" custom; provided that in any
such case, the Custodian shall have no
responsibility or liability for any loss arising
from the delivery of such securities prior to
receiving payment for such securities except as
may arise from the Custodian's failure to act in
accordance with its duties as set forth in
Section 12.
8) Exchange or Conversion. For exchange or
conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization,
split-up of shares, change of par value or
readjustment of the securities of the issuer of
such securities, or pursuant to provisions for
conversion contained in such securities, or
pursuant to any deposit agreement provided that,
in any such case, the new securities and cash, if
any, are to be delivered to the Custodian;
9) Warrants, Rights. In the case of warrants, rights
or similar securities, the surrender thereof in
the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or
temporary securities for definitive securities;
provided that, in any such case, the new
securities and cash, if any, are to be delivered
to the Custodian;
10) Loans of Securities. For delivery in connection
with any loans of securities made by the Fund, but
only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and
the Fund, which may be in the form of cash,
obligations issued by the United States
government, its agencies or instrumentalities, or
such other property as mutually agreed by the
parties, except that in connection with any loans
for which collateral is to be credited to the
Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury,
the Custodian will not be held liable or
responsible for the delivery of securities owned
by the Fund prior to the receipt of such
collateral, unless the Custodian fails to act in
accordance with its duties set forth in
Article 12;
PAGE 7
11) Borrowings. For delivery as security in
connection with any borrowings by the Fund
requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed, except where
additional collateral is required to secure a
borrowing already made, subject to Proper
Instructions, further securities may be released
for that purpose;
12) Options. For delivery in accordance with the
provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange
Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing
Corporation, any registered national securities
exchange, any similar organization or
organizations, or the Investment Company Act of
1940, regarding escrow or other arrangements in
connection with transactions by the Fund;
13) Futures. For delivery in accordance with the
provisions of any agreement among the Fund, the
Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act,
relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any
Contract Market, any similar organization or
organizations, or the Investment Company Act of
1940, regarding account deposits in connection
with transactions by the Fund;
14) In-Kind Distributions. Upon receipt of
instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such
Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be
described from time to time in the Fund's
currently effective prospectus and statement of
additional information ("prospectus"), in
satisfaction of requests by holders of Shares for
repurchase or redemption;
15) Miscellaneous. For any other proper corporate
purpose, but only upon receipt of, in addition to
Proper Instructions, a certified copy of a
resolution of the Board of Directors/Trustees or
of the Executive Committee signed by an officer of
the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities to
be delivered, setting forth the purpose for which
such delivery is to be made, declaring such
PAGE 8
purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of
such securities shall be made; and
16) Type of Payment. In any or all of the above
cases, payments to the Fund shall be made in cash,
by a certified check upon or a treasurer's or
cashier's check of a bank, by effective bank wire
transfer through the Federal Reserve Wire System
or, if appropriate, outside of the Federal Reserve
Wire System and subsequent credit to the Fund's
Custodian account, or, in case of delivery through
a stock clearing company, by book-entry credit by
the stock clearing company in accordance with the
then current street custom, or such other form of
payment as may be mutually agreed by the parties,
in all such cases collected funds to be promptly
credited to the Fund.
2.3 Registration of Securities. Domestic securities held
by the Custodian (other than bearer securities) shall be
registered in the name of the Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless
the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered
investment companies having the same investment adviser as
the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or nominee
name of any sub-custodian appointed pursuant to Article 1.
All securities accepted by the Custodian on behalf of the
Fund under the terms of this Contract shall be in "street
name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States in
the name of the Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the
provisions hereof all cash received by it from or for the
account of the Fund, other than cash maintained by the Fund
in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for the Fund may be deposited for the
Fund's credit in the Banking Department of the Custodian or
in such other banks or trust companies as the Custodian may
in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be
qualified to act as a custodian under the Investment Company
Act of 1940 and that each such bank or trust company and the
funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of
Directors/Trustees of the Fund. Such funds shall be
PAGE 9
deposited by the Custodian in its capacity as Custodian and
shall be withdrawable by the Custodian only in that
capacity.
2.5 Sale of Shares and Availability of Federal Funds. Upon
mutual agreement between the Fund and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions,
make federal funds available to the Fund as of specified
times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for
Shares of the Fund which are deposited into the Fund's
account.
2.6 Collection of Income, Dividends. The Custodian shall
collect on a timely basis all income and other payments with
respect to United States registered securities held
hereunder to which the Fund shall be entitled either by law
or pursuant to custom in the securities business, and shall
collect on a timely basis all income and other payments with
respect to United States bearer securities if, on the date
of payment by the issuer, such securities are held by the
Custodian or its agent thereof and shall credit such income
or other payments, as collected, to the Fund's custodian
account. Without limiting the generality of the foregoing,
the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on
securities held hereunder. The Custodian will also receive
and collect all stock dividends, rights and other items of
like nature as and when they become due or payable. Income
due the Fund on United States securities loaned pursuant to
the provisions of Section 2.2 (10) shall be the
responsibility of the Fund. The Custodian will have no duty
or responsibility in connection therewith, other than to
provide the Fund with such information or data as may be
necessary to assist the Fund in arranging for the timely
delivery to the Custodian of the income to which the Fund is
properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper
Instructions,
which may be continuing instructions when deemed appropriate
by mutual agreement of the parties, the Custodian shall pay
out monies of the Fund in the following cases only:
1) Purchases. Upon the purchase of domestic
securities, options, futures contracts or options
on futures contracts for the account of the Fund
but only (a) against the delivery of such
securities, or evidence of title to such options,
futures contracts or options on futures contracts,
to the Custodian (or any bank, banking firm or
trust company doing business in the United States
or abroad which is qualified under the Investment
PAGE 10
Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian
as its agent for this purpose in accordance with
Section 2.9 hereof) registered in the name of the
Fund or in the name of a nominee of the Fund or of
the Custodian referred to in Section 2.3 hereof or
in other proper form for transfer; (b) in the case
of a purchase effected through a Securities
System, in accordance with the conditions set
forth in Section 2.10 hereof or (c) in the case of
a purchase involving the Direct Paper System, in
accordance with the conditions set forth in
Section 2.11; or (d) in the case of repurchase
agreements entered into between the Fund and the
Custodian, or another bank, or a broker-dealer
which is a member of NASD, (i) against delivery of
the securities either in certificate form or
through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities
or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the
Custodian along with written evidence of the
agreement by the Custodian to repurchase such
securities from the Fund. All coupon bonds
accepted by the Custodian shall have the coupons
attached or shall be accompanied by a check
payable on coupon payable date for the interest
due on such date.
2) Exchanges. In connection with conversion,
exchange or surrender of securities owned by the
Fund as set forth in Section 2.2 hereof;
3) Redemptions. For the redemption or repurchase of
Shares issued by the Fund as set forth in Article
4 hereof;
4) Expense and Liability. For the payment of any
expense or liability incurred by the Fund,
including but not limited to the following
payments for the account of the Fund: interest,
taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund
whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5) Dividends. For the payment of any dividends or
other distributions to shareholders declared
pursuant to the Governing Documents of the Fund;
6) Short Sale Dividend. For payment of the amount of
dividends received in respect of securities sold
short;
7) Loan. For repayment of a loan upon redelivery of
pledged securities and upon surrender of the
PAGE 11
note(s), if any, evidencing the loan;
8) Miscellaneous. For any other proper purpose, but
only upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of
the Board of Directors/Trustees or of the
Executive Committee of the Fund signed by an
officer of the Fund and certified by its Secretary
or an Assistant Secretary, specifying the amount
of such payment, setting forth the purpose for
which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be
made.
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case where payment
for purchase of domestic securities for the account of the
Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written
instructions from the Fund to so pay in advance, the
Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been
received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time
or times in its discretion appoint (and may at any time
remove) any other bank or trust company, which is itself
qualified under the Investment Company Act of 1940, as
amended, to act as a custodian, as its agent to carry out
such of the provisions of this Article 2 as the Custodian
may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder.
2.10 Deposit of Securities in Securities Systems. The
Custodian may deposit and/or maintain domestic securities
owned by the Fund in a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal
agencies, collectively referred to herein as "Securities
System" in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission rules and
regulations, if any, and subject to the following
provisions:
1) Account of Custodian. The Custodian may keep
domestic securities of the Fund in a Securities
System provided that such securities are
represented in an account ("Account") of the
Custodian in the Securities System which shall not
include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise
PAGE 12
for customers;
2) Records. The records of the Custodian, with
respect to domestic securities of the Fund which
are maintained in a Securities System, shall
identify by book-entry those securities belonging
to the Fund;
3) Payment of Fund Monies, Delivery of Securities.
Subject to Section 2.7, the Custodian shall pay
for domestic securities purchased for the account
of the Fund upon (i) receipt of advice from the
Securities System that such securities have been
transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to
reflect such payment and transfer for the account
of the Fund. Subject to Section 2.2, the
Custodian shall transfer domestic securities sold
for the account of the Fund upon (i) receipt of
advice from the Securities System that payment for
such securities has been transferred to the
Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies
of all advices from the Securities System of
transfers of domestic securities for the account
of the Fund shall identify the Fund, be maintained
for the Fund by the Custodian and be provided to
the Fund at its request. The Custodian shall
furnish the Fund confirmation of each transfer to
or from the account of the Fund in the form of a
written advice or notice and shall furnish to the
Fund copies of daily transaction sheets reflecting
each day's transactions in the Securities System
for the account of the Fund;
4) Reports. The Custodian shall provide the Fund
with any report obtained by the Custodian on the
Securities System's accounting system, internal
accounting control and procedures for safeguarding
domestic securities deposited in the Securities
System, and further agrees to provide the Fund
with copies of any documentation it has relating
to its arrangements with the Securities Systems as
set forth in this Agreement or as otherwise
required by the Securities and Exchange
Commission;
5) Annual Certificate. The Custodian shall have
received the initial or annual certificate, as the
case may be, required by Article 13 hereof;
6) Indemnification. Anything to the contrary in this
Contract notwithstanding, the Custodian shall be
liable to the Fund for any loss or expense,
PAGE 13
including reasonable attorneys fees, or damage to
the Fund resulting from use of the Securities
System by reason of any failure by the Custodian
or any of its agents or of any of its or their
employees or agents or from failure of the
Custodian or any such agent to enforce effectively
such rights as it may have against the Securities
System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the
Custodian with respect to any claim against the
Securities System or any other person which the
Custodian may have as a consequence of any such
loss, expense or damage if and to the extent that
the Fund has not been made whole for any such
loss, expense or damage.
2.11 Fund Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain
securities owned by the Fund in the Direct Paper System of
the Custodian subject to the following provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in
the Direct Paper System only if such securities
are represented in an account ("Account") of the
Custodian in the Direct Paper System which shall
not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to
securities of the Fund which are maintained in the
Direct Paper System shall identify by book-entry
those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased
for the account of the Fund upon the making of an
entry on the records of the Custodian to reflect
such payment and transfer of securities to the
account of the Fund. The Custodian shall transfer
securities sold for the account of the Fund upon
the making of an entry on the records of the
Custodian to reflect such transfer and receipt of
payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation
of each transfer to or from the account of the
Fund, in the form of a written advice or notice,
of Direct Paper on the next business day following
such transfer and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's
transaction in the Securities System for the
account of the Fund;
PAGE 14
6) The Custodian shall provide the Fund with any
report on its system of internal accounting
control as the Fund may reasonably request from
time to time;
2.12 Segregated Account. The Custodian shall, upon receipt
of Proper Instructions, which may be of a continuing nature
where deemed appropriate by mutual agreement of the parties,
establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts
may be transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.10 hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization
or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes
of segregating cash or government securities in connection
with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or
sold by the Fund, (iii) for the purposes of compliance by
the Fund with the procedures required by Investment Company
Act Release No. 10666, or any subsequent release, rule or
policy, of the Securities and Exchange Commission relating
to the maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to Proper Instructions, a certified copy of
a resolution of the Board of Directors/Trustees or of the
Executive Committee signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate
purposes.
2.13 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with
respect to domestic securities of the Fund held by it and in
connection with transfers of such securities.
2.14 Proxies. If the securities are registered other than
in the name of the Fund or a nominee of the Fund, the
Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the
PAGE 15
registered holder of such securities, all proxies, without
indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Fund such proxies,
all proxy soliciting materials and all notices relating to
such securities.
2.15 Communications Relating to Fund Portfolio Securities.
The Custodian shall transmit promptly to the Fund all
written information (including, without limitation, pendency
of calls and maturities of domestic securities and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the domestic
securities being held for the Fund by the Custodian, an
agent appointed under Section 2.9, or sub-custodian
appointed under Section 1. With respect to tender or
exchange offers, the Custodian shall transmit promptly to
the Fund all written information received by the Custodian,
an agent appointed under Section 2.9, or sub-custodian
appointed under Section 1 from issuers of the domestic
securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
If the Fund desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian of such
desired action at least 72 hours (excluding holidays and
weekends) prior to the time such action must be taken under
the terms of the tender, exchange offer, or other similar
transaction, and it will be the responsibility of the
Custodian to timely transmit to the appropriate person(s)
the Fund's notice. Where the Fund does not notify the
Custodian of its desired action within the aforesaid 72 hour
period, the Custodian shall use its best efforts to timely
transmit the Fund's notice to the appropriate person.
2.16 Reports to Fund by Independent Public Accountants. The
Custodian shall provide the Fund, at such times as the Fund
may reasonably require, with reports by independent public
accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including
domestic securities deposited and/or maintained in a
Securities System, relating to the services provided by the
Custodian under this Contract; such reports shall be of
sufficient scope and in sufficient detail, as may reasonably
be required by the Fund to provide reasonable assurance that
any material inadequacies existing or arising since the
prior examination would be disclosed by such examination.
The reports must describe any material inadequacies
disclosed and, if there are no such inadequacies, the
reports shall so state.
PAGE 16
3. Duties of the Custodian with Respect to Property of the Fund
Held Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The Custodian
is authorized and instructed to employ Chase Manhattan Bank,
N.A, ("Chase") as sub-custodian for the Fund's securities,
cash and other assets maintained outside of the United
States ("foreign assets") all as described in the
Subcustodian Agreement between the Custodian and Chase.
Upon receipt of "Proper Instructions", together with a
certified resolution of the Fund's Board of
Directors/Trustees, the Custodian and the Fund may agree to
designate additional proper institutions and foreign
securities depositories to act as sub-custodians of the
Fund's foreign assets. Upon receipt of Proper Instructions
from the Fund, the Custodian shall cease the employment of
any one or more of such sub-custodians for maintaining
custody of the Fund's foreign assets.
3.2 Assets to be Held. The Custodian shall limit the
foreign assets maintained in the custody of foreign sub-
custodians to foreign assets specified under the terms of
the Subcustodian Agreement between the Custodian and Chase.
3.3 Foreign Securities Depositories. Except as may
otherwise be agreed upon in writing by the Custodian and the
Fund, foreign assets of the Fund shall be maintained in
foreign securities depositories only through arrangements
implemented by the banking institutions serving as sub-
custodians pursuant to the terms hereof.
3.4 Segregation of Securities. The Custodian shall
identify on its books as belonging to the Fund, the foreign
assets of the Fund held by Chase and by each foreign sub-
custodian.
3.5 Access of Independent Accountants of the Fund. Upon
request of the Fund, the Custodian will use its best efforts
(subject to applicable law) to arrange for the independent
accountants, officers or other representatives of the Fund
or the Custodian to be afforded access to the books and
records of Chase and any banking or other institution
employed as a sub-custodian for the Fund by Chase or the
Custodian insofar as such books and records relate to the
performance of Chase or such banking or other institution
under any agreement with the Custodian or Chase. Upon
request of the Fund, the Custodian shall furnish to the Fund
such reports (or portions thereof) of Chase's external
auditors as are available to the Custodian and which relate
directly to Chase's system of internal accounting controls
applicable to Chase's duties as a subcustodian or which
relate to the internal accounting controls of any
subcustodian employed by Chase with respect to foreign
assets of the Fund.
PAGE 17
3.6 Reports by Custodian. The Custodian will supply to the
Fund from time to time, as mutually agreed upon, statements
in respect of the foreign assets of the Fund held pursuant
to the terms of the Subcustodian Agreement between the
Custodian and Chase, including but not limited, to an
identification of entities having possession of the Fund's
foreign assets and advices or notifications of any transfers
of foreign assets to or from each custodial account
maintained by any sub-custodian on behalf of the Fund
indicating, as to foreign assets acquired for the Fund, the
identity of the entity having physical possession of such
foreign assets.
3.7 Transactions in Foreign Assets of the Fund. All
transactions with respect to the Fund's foreign assets shall
be in accordance with, and subject to, the provisions of the
Subcustodian Agreement between Chase and the Custodian.
3.8 Responsibility of Custodian, Sub-Custodian, and Fund.
Notwithstanding anything to the contrary in this Custodian
Contract, the Custodian shall not be liable to the Fund for
any loss, damage, cost, expense, liability or claim arising
out of or in connection with the maintenance of custody of
the Fund's foreign assets by Chase or by any other banking
institution or securities depository employed pursuant to
the terms of any Subcustodian Agreement between Chase and
the Custodian, except that the Custodian shall be liable for
any such loss, damage, cost, expense, liability or claim to
the extent provided in the Subcustodian Agreement between
Chase and the Custodian or attributable to the failure of
the Custodian to exercise the standard of care set forth in
Article 12 hereof in the performance of its duties under
this Contract or such Subcustodian Agreement. At the
election of the Fund, the Fund shall be entitled to be
subrogated to the rights of the Custodian under the
Subcustodian Agreement with respect to any claims arising
thereunder against Chase or any other banking institution or
securities depository employed by Chase if and to the extent
that the Fund has not been made whole therefor. As between
the Fund and the Custodian, the Fund shall be solely
responsible to assure that the maintenance of foreign
securities and cash pursuant to the terms of the
Subcustodian Agreement complies with all applicable rules,
regulations, interpretations and orders of the Securities
and Exchange Commission, and the Custodian assumes no
responsibility and makes no representations as to such
compliance.
3.9 Monitoring Responsibilities. With respect to the
Fund's foreign assets, the Custodian shall furnish annually
to the Fund, during the month of June, information
concerning the sub-custodians employed by the Custodian.
PAGE 18
Such information shall be similar in kind and scope to that
furnished to the Fund in connection with the initial
approval of this Contract. In addition, the Custodian will
promptly inform the Fund in the event that the Custodian
learns of a material adverse change in the financial
condition of a sub-custodian.
3.10 Branches of U.S. Banks. Except as otherwise set forth
in this Contract, the provisions of this Article 3 shall not
apply where the custody of the Fund's assets is maintained
in a foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the Investment
Company Act of 1940 which meets the qualification set forth
in Section 26(a) of said Act. The appointment of any such
branch as a sub-custodian shall be governed by Section 1 of
this Contract.
4. Payments for Repurchases or Redemptions and Sales of Shares
of the Fund
From such funds as may be available for the purpose but
subject to the limitations of the Governing Documents of the Fund
and any applicable votes of the Board of Directors/Trustees of
the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of the
Fund, the Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholder. In connection with
the redemption or repurchase of Shares of the Fund, the Custodian
shall honor checks drawn on the Custodian by a holder of Shares,
which checks have been furnished by the Fund to the holder of
Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to
time between the Fund and the Custodian.
The Custodian shall receive from the distributor for the
Fund's Shares or from the Transfer Agent of the Fund and deposit
as received into the Fund's account such payments as are received
for Shares of the Fund issued or sold from time to time by the
Fund. The Custodian will provide timely notification to the Fund
and the Transfer Agent of any receipt by it of payments for
Shares of the Fund.
5. Proper Instructions
Proper Instructions as used herein means a writing signed or
initialled by one or more person or persons as the Board of
Directors/Trustees shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the
purpose for which such action is requested, or shall be a blanket
instruction authorizing specific transactions of a repeated or
PAGE 19
routine nature. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors/Trustees of the Fund
accompanied by a detailed description of procedures approved by
the Board of Directors/Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or
electronic devices provided that the Board of Directors/Trustees
and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express
authority from the Fund:
1) make payments to itself or others for minor
expenses of handling securities or other similar
items relating to its duties under this Contract,
provided that all such payments shall be accounted
for to the Fund;
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the Fund,
checks, drafts and other negotiable instruments on
the same day as received; and
4) in general, attend to all non-discretionary
details in connection with the sale, exchange,
substitution, purchase, transfer and other
dealings with the securities and property of the
Fund except as otherwise directed by the Board of
Directors/Trustees of the Fund.
7. Evidence of Authority, Reliance on Documents
The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other
instrument or paper reasonably and in good faith believed by it
to be genuine and to have been properly executed by or on behalf
of the Fund in accordance with Article 5 hereof. The Custodian
may receive and accept a certified copy of a vote of the Board of
Directors/Trustees of the Fund as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or
(b) of any determination or of any action by the Board of
Directors/Trustees pursuant to the Governing Documents of the
Fund as described in such vote, and such vote may be considered
as in full force and effect until receipt by the Custodian of
written notice to the contrary. So long as and to the extent
that it is in the exercise of the standard of care set forth in
Article 12 hereof, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of
title thereto received by it or delivered by it pursuant to this
PAGE 20
Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party
or parties.
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary
information to the person or persons appointed by the Board of
Directors/Trustees of the Fund to keep the books of account of
the Fund and/or compute the net asset value per share of the
outstanding shares of the Fund or, if directed in writing to do
so by the Fund, shall itself keep such books of account and/or
compute such net asset value per share. If so directed, the
Custodian shall also calculate daily the net income of the Fund
as described in the Fund's currently effective prospectus and
shall advise the Fund and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an
officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various
components. The calculations of the net asset value per share
and the daily income of the Fund shall be made at the time or
times and in the manner described from time to time in the Fund's
currently effective prospectus.
9. Records, Inventory
The Custodian shall create and maintain all records relating
to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the
Investment Company Act of 1940, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the
Fund. All such records shall be the property of the Fund and
shall at all times during the regular business hours of the
Custodian be open for inspection and audit by duly authorized
officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission, and, in the
event of termination of this Agreement, will be delivered in
accordance with Section 14 hereof. The Custodian shall, at the
Fund's request, supply the Fund with a tabulation of securities
owned by the Fund and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall
be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations. The Custodian shall
conduct a periodic inventory of all securities and other property
subject to this Agreement and provide to the Fund a periodic
reconciliation of the vaulted position of the Fund to the
appraised position of the Fund. The Custodian will promptly
report to the Fund the results of the reconciliation, indicating
any shortages or discrepancies uncovered thereby, and take
appropriate action to remedy any such shortages or discrepancies.
PAGE 21
10. Opinion of Fund's Independent Accountant
The Custodian shall cooperate with the Fund's independent
public accountants in connection with the annual and other audits
of the books and records of the Fund and take all reasonable
action, as the Fund may from time to time request, to provide
from year to year the necessary information to such accountants
for the expression of their opinion without any qualification as
to the scope of their examination, including but not limited to,
any opinion in connection with the preparation of the Fund's Form
N-lA, and Form N-SAR or other annual reports to the Securities
and Exchange Commission and with respect to any other
requirements of such Commission.
11. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation
for its services and expenses as Custodian, as agreed upon from
time to time between the Fund and the Custodian.
12. Responsibility of Custodian
Notwithstanding anything to the contrary in this Agreement,
the Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Contract, but shall be kept
indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence.
In order for the indemnification provision contained in this
Section to apply, it is understood that if in any case the Fund
may be asked to indemnify or save the Custodian harmless, the
Fund shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that the Custodian will use all reasonable care to
identify and notify the Fund promptly concerning any situation
which presents or appears likely to present the probability of
such a claim for indemnification against the Fund. The Fund,
shall have the option to defend the Custodian against any claim
which may be the subject of this indemnification, and in the
event that the Fund so elects, it will so notify the Custodian,
and thereupon the Fund shall take over complete defense of the
claim and the Custodian shall in such situation initiate no
further legal or other expenses for which it shall seek
indemnification under this Section. The Custodian shall in no
case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify the Custodian except
with the Fund's prior written consent. Nothing herein shall be
construed to limit any right or cause of action on the part of
the Custodian under this Contract which is independent of any
right or cause of action on the part of the Fund. The Custodian
shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund or such other counsel as may be
agreed to by the parties) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to
such advice. Notwithstanding the foregoing, the responsibility
PAGE 22
of the Custodian with respect to redemptions effected by check
shall be in accordance with a separate Agreement entered into
between the Custodian and the Fund.
If the Fund requires the Custodian to take any action with
respect to securities, which action involves the payment of money
or which action may, in the opinion of the Custodian, result in
the Custodian or its nominee assigned to the Fund being liable
for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Fund requires the Custodian to advance cash or
securities for any purpose or in the event that the Custodian or
its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to
act or willful misconduct, any property at any time held for the
account of the Fund shall be security therefor and should the
Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's
assets to the extent necessary to obtain reimbursement, provided
that the Custodian gives the Fund reasonable notice to repay such
cash or securities advanced, however, such notice shall not
preclude the Custodian's right to assert any lien under this
provision.
13. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution,
shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not
sooner than sixty (60) days after the date of such delivery or
mailing in the case of a termination by the Fund, and not sooner
than 180 days after the date of such delivery or mailing in the
case of a termination by the Custodian; provided, however that
the Custodian shall not act under Section 2.10 hereof in the
absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary that the Board of Directors/Trustees of
the Fund has approved the initial use of a particular Securities
System and the receipt of an annual certificate of the Secretary
or an Assistant Secretary that the Board of Directors/Trustees
has reviewed the use by the Fund of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company
Act of 1940, as amended and that the Custodian shall not act
under Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the
Board of Directors/Trustees has approved the initial use of the
Direct Paper System and the receipt of an annual certificate of
PAGE 23
the Secretary or an Assistant Secretary that the Board of
Directors/Trustees has reviewed the use by the Fund of the Direct
Paper System; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the
Governing Documents of the Fund, and further provided, that the
Fund may at any time by action of its Board of Directors/Trustees
(i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the
Comptroller of the Currency or upon the happening of a like event
at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements, provided that the Custodian
shall not incur any costs, expenses or disbursements specifically
in connection with such termination unless it has received prior
approval from the Fund, which approval shall not be unreasonably
withheld.
14. Successor Custodian
If a successor custodian shall be appointed by the Board of
Directors/Trustees of the Fund, the Custodian shall, upon
termination, deliver to such successor custodian at the office of
the Custodian, duly endorsed and in the form for transfer, all
securities, funds and other properties then held by it hereunder
and shall transfer to an account of the successor custodian all
of the Fund's securities held in a Securities System. The
Custodian shall also use its best efforts to assure that the
successor custodian will continue any subcustodian agreement
entered into by the Custodian and any subcustodian on behalf of
the Fund.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified copy
of a vote of the Board of Directors/Trustees of the Fund, deliver
at the office of the Custodian and transfer such securities,
funds and other properties in accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of
Directors/Trustees shall have been delivered to the Custodian on
or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the Investment
Company Act of 1940, doing business in Boston, Massachusetts, of
its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not
PAGE 24
less than $25,000,000, all securities, funds and other properties
held by the Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under this
Contract and to transfer to an account of such successor
custodian all of the Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Fund to procure the
certified copy of the vote referred to or of the Board of
Directors/Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this
Contract relating to the duties and obligations of the Custodian
shall remain in full force and effect. If while this Contract is
in force the Fund shall be liquidated pursuant to law, the
Custodian shall distribute, either in cash or (if the Fund so
orders) in the portfolio securities and other assets of the Fund,
pro rata among the holders of shares of the Fund as certified by
the Transfer Agent, the property of the Fund which remains after
paying or satisfying all expenses and liabilities of the Fund.
Section 12 hereof shall survive any termination of this Contract.
15. Interpretive and Additional Provisions
In connection with the operation of this Contract, the
Custodian and the Fund may from time to time agree on such
provisions interpretive of or in addition to the provisions of
this Contract as may in their joint opinion be consistent with
the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the
Governing Documents of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
16. Notice
Any notice shall be sufficiently given when sent by
registered or certified mail, or by such other means as the
parties shall agree, to the other party at the address of such
party set forth above or at such other address as such party may
from time to time specify in writing to the other party.
17. Bond
The Custodian shall, at all times, maintain a bond in such
form and amount as is acceptable to the Fund which shall be
issued by a reputable fidelity insurance company authorized to do
business in the place where such bond is issued against larceny
PAGE 25
and embezzlement, covering each officer and employee of the
Custodian who may, singly or jointly with others, have access to
securities or funds of the Fund, either directly or through
authority to receive and carry out any certificate instruction,
order request, note or other instrument required or permitted by
this Agreement. The Custodian agrees that it shall not cancel,
terminate or modify such bond insofar as it adversely affects the
Fund except after written notice given to the Fund not less than
10 days prior to the effective date of such cancellation,
termination or modification. The Custodian shall furnish to the
Fund a copy of each such bond and each amendment thereto.
18. Confidentiality
The Custodian agrees to treat all records and other
information relative to the Fund and its prior, present or future
shareholders as confidential, and the Custodian, on behalf of
itself and its employees, agrees to keep confidential all such
information except, after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Custodian may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
19. Exemption from Liens
The securities and other assets held by the Custodian for
the Fund shall be subject to no lien or charge of any kind in
favor of the Custodian or any person claiming through the
Custodian, but nothing herein shall be deemed to deprive the
Custodian of its right to invoke any and all remedies available
at law or equity to collect amounts due it under this Agreement.
Neither the Custodian nor any sub-custodian appointed pursuant to
Section 1 hereof shall have any power or authority to assign,
hypothecate, pledge or otherwise dispose of any securities held
by it for the Fund, except upon the direction of the Fund, duly
given as herein provided, and only for the account of the Fund.
20. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
21. Prior Contracts
Without derogating any of the rights established by such
contracts, this Contract supersedes and terminates, as of the
date hereof, all prior contracts between the Fund and the
Custodian relating to the custody of the Fund's assets.
22. The Parties
All references herein to "the Fund" are to each of the funds
listed on Appendix A individually, as if this Contract were
between such individual fund and the Custodian. In the case of a
series fund or trust, all references to "the Fund" are to the
individual series or portfolio of such fund or trust, or to such
fund or trust on behalf of the individual series or portfolio, as
PAGE 26
appropriate. Any reference in this Contract to "the parties"
shall mean the Custodian and such other individual Fund as to
which the matter pertains.
23. Governing Documents.
The term "Governing Documents" means the Articles of
Incorporation, Agreement of Trust, By-Laws and Registration
Statement filed under the Securities Act of 1933, as amended from
time to time.
24. Subcustodian Agreement.
Reference to the "Subcustodian Agreement" between the
Custodian and Chase shall mean any such agreement which shall be
in effect from time to time between Chase and the Custodian with
respect to foreign assets of the Fund.
25. Directors and Trustees.
It is understood and is expressly stipulated that neither
the holders of shares in the Fund nor any Directors or Trustees
of the Fund shall be personally liable hereunder.
26. Massachusetts Business Trust
With respect to any Fund which is a party to this Contract
and which is organized as a Massachusetts business trust, the
term Fund means and refers to the trustees from time to time
serving under the applicable trust agreement (Declaration of
Trust) of such Trust as the same may be amended from time to
time. It is expressly agreed that the obligations of any such
Trust hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the
Trust, personally, but bind only the trust property of the Trust,
as provided in the Declaration of Trust of the Trust. The
execution and delivery of this Contract has been authorized by
the trustees and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed
to have been made by any of them but shall bind only the trust
property of the Trust as provided in its Declaration of Trust.
27. Successors of Parties.
This Contract shall be binding on and shall inure to the
benefit of the Fund and the Custodian and their respective
successors.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the dates indicated below.
DATED: September 28, 1987
__________________
PAGE 27
STATE STREET BANK AND TRUST
COMPANY
ATTEST:
/s/Kathleen M. Kubit By/s/Charles Cassidy
_____________________ _________________________________
Assistant Secretary Vice President
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Stock Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
PAGE 28
(SIGNATURES CONTINUED)
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
New York Tax-Free Money Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
New York Tax-Free Bond Fund
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
DATED: September 28, 1987
___________________
ATTEST:
/s/Nancy J. Wortman By/s/Carmen F. Deyesu
____________________________ __________________________________
PAGE 29
Appendix A
The following Funds are parties to this Agreement and have
so indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price California Tax-Free Income Trust on behalf of
the
California Tax-Free Bond Fund and
California Tax-Free Money Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Institutional Trust on behalf of the
Tax-Exempt Reserve Portfolio
T. Rowe Price International Trust on behalf of the
T. Rowe Price International Bond Fund and
T. Rowe Price International Stock Fund
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price State Tax-Free Income Trust on behalf of the
Maryland Tax-Free Bond Fund,
New York Tax-Free Bond Fund and
New York Tax-Free Money Fund
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
T. Rowe Price U.S. Treasury Money Fund, Inc.
PAGE 30
AMENDMENT NO. 1 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
THIS AGREEMENT, made as of this 24th day of June, 1988, by
and between: T. Rowe Price Growth Stock Fund, Inc., T. Rowe Price
New Horizons Fund, Inc., T. Rowe Price New Era Fund, Inc., T.
Rowe Price New Income Fund, Inc., T. Rowe Price Prime Reserve
Fund, Inc., T. Rowe Price International Trust, T. Rowe Price U.S.
Treasury Money Fund, Inc., T. Rowe Price Growth & Income Fund,
Inc., T. Rowe Price Tax-Exempt Money Fund, Inc., T. Rowe Price
Tax-Free Income Fund, Inc., T. Rowe Price Tax-Free Short-
Intermediate Fund, Inc., T. Rowe Price Short-Term Bond Fund,
Inc., T. Rowe Price High Yield Fund, Inc., T. Rowe Price Tax-Free
High Yield Fund, Inc., T. Rowe Price New America Growth Fund, T.
Rowe Price Equity Income Fund, T. Rowe Price GNMA Fund, T. Rowe
Price Capital Appreciation Fund, T. Rowe Price Institutional
Trust, T. Rowe Price State Tax-Free Income Trust, T. Rowe Price
California Tax-Free Income Trust, T. Rowe Price Science &
Technology Fund, Inc., (hereinafter together called the "Funds"
and individually "Fund") and State Street Bank and Trust Company,
a Massachusetts trust,
W I T N E S S E T H:
It is mutually agreed that the Custodian Contract made by
the parties on the 28th day of September, 1987, is hereby amended
by adding thereto the T. Rowe Price Small-Cap Value Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW HORIZONS FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW ERA FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW INCOME FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
PAGE 31
(SIGNATURES CONTINUED)
T. ROWE PRICE PRIME RESERVE FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE INTERNATIONAL TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
/s/Henry H.Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE GROWTH & INCOME FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE HIGH YIELD FUND, INC.
/s/ Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
PAGE 32
(SIGNATURES CONTINUED)
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW AMERICA GROWTH FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE EQUITY INCOME FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE GNMA FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE CAPITAL APPRECIATION FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE INSTITUTIONAL TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
PAGE 33
(SIGNATURES CONTINUED)
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/William Blackwell
______________________________________________
By:
PAGE 34
AMENDMENT NO. 2 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, between State Street Bank and Trust Company and
each of the Parties listed on Appendix A thereto is hereby
further amended, as of October 19, 1988, by adding thereto the T.
Rowe Price International Discovery Fund, Inc., a separate series
of T. Rowe Price International Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
PAGE 35
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/Guy R. Sturgeon
______________________________________________
By:
PAGE 36
AMENDMENT NO. 3 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988 and October 19, 1988, between State Street Bank and
Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of February 22, 1989, by
adding thereto the T. Rowe Price International Equity Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
PAGE 37
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/K. Donelson
______________________________________________
By:
PAGE 38
AMENDMENT NO. 4 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988 and February 22, 1989, between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
July 19, 1989, by adding thereto the Institutional International
Funds, Inc., on behalf of the Foreign Equity Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
PAGE 39
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 40
AMENDMENT NO. 5 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, and July 19,
1989 between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of September 15, 1989, by adding thereto the T. Rowe Price
U.S. Treasury Funds, Inc., on behalf of the U.S. Treasury
Intermediate Fund and the U.S. Treasury Long-Term Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
PAGE 41
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 42
AMENDMENT NO. 6 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19, 1989
and September 15, 1989, between State Street Bank and Trust
Company and each of the Parties listed on Appendix A thereto is
hereby further amended, as of December 15, 1989, by restating
Section 2.15 as follows:
2.15 Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put
options written by the Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the Custodian from
issuers of the domestic securities being held for the Fund by the
Custodian, an agent appointed under Section 2.9, or sub-custodian
appointed under Section 1. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian, an agent appointed
under Section 2.9, or sub-custodian appointed under Section 1
from issuers of the domestic securities whose tender or exchange
is sought and from the party (or his agents) making the tender or
exchange offer. If the Fund desires to take action with respect
to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian of such desired
action at least 48 hours (excluding holidays and weekends) prior
to the time such action must be taken under the terms of the
tender, exchange offer, or other similar transaction, and it will
be the responsibility of the Custodian to timely transmit to the
appropriate person(s) the Fund's notice. Where the Fund does not
notify the custodian of its desired action within the aforesaid
48 hour period, the Custodian shall use its best efforts to
timely transmit the Fund's notice to the appropriate person. It
is expressely noted that the parties may negotiate and agree to
alternative procedures with respect to such 48 hour notice period
on a selective and individual basis.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
PAGE 43
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
PAGE 44
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U. S. TREASURY FUNDS, INC.
U. S. Treasury Intermediate Fund
U. S. Treasury Long-Term Fund
/s/Carmen F. Deyesu
______________________________________________
By: Carmen F. Deyesu,
Treasurer
STATE STREET BANK AND TRUST COMPANY
/s/ E. D. Hawkes, Jr.
______________________________________________
By: E. D. Hawkes, Jr.
Vice President
PAGE 45
Amendment No. 7 filed on Form SE January 25, 1990 with
International Trust (CIK 313212) Post Effective Amendment No. 17.
PAGE 46
AMENDMENT NO. 8 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, and December 20,
1989, between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of January 25, 1990, by adding thereto the T. Rowe Price
European Stock Fund, a separate series of T. Rowe Price
International Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 47
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 48
AMENDMENT NO. 9 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
and January 25, 1990 between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of February 21, 1990, by adding thereto the
T. Rowe Price Index Trust, Inc., on behalf of the T. Rowe Price
Equity Index Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 49
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 50
AMENDMENT NO. 10 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, between State Street Bank
and Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of June 12, 1990, by adding
thereto the T. Rowe Price Spectrum Fund, Inc., on behalf of the
Spectrum Growth Fund and the Spectrum Income Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 51
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 52
AMENDMENT NO. 11 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, and June 12, 1990 between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
July 18, 1990, by adding thereto the T. Rowe Price New Asia Fund,
a separate series of the T. Rowe Price International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
PAGE 53
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ Guy R. Sturgeon
___________________________________________
By: Guy R. Sturgeon
PAGE 54
AMENDMENT NO. 12 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, and July 18,
1990 between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of October 15, 1990, by adding thereto the T. Rowe Price
Global Government Bond Fund, a separate series of the T. Rowe
Price International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 55
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ Guy R. Sturgeon
___________________________________________
By:
PAGE 56
AMENDMENT NO. 13 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, and October 15, 1990, between State Street Bank and Trust
Company and each of the Parties listed on Appendix A thereto is
hereby further amended, as of February 13, 1991, by adding
thereto the Virginia Tax-Free Bond Fund and New Jersey Tax-Free
Bond Fund, two separate series of the T. Rowe Price State Tax-
Free Income Trust
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 57
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ Guy Sturgeon
___________________________________________
By: Vice President
PAGE 58
AMENDMENT NO. 14 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, and February 13, 1991, between State
Street Bank and Trust Company and each of the Parties listed on
Appendix A thereto is hereby further amended, as of March 6,
1991, by adding thereto the T. Rowe Price Balanced Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 59
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 60
AMENDMENT NO. 15 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, and March 6, 1991,
between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of September 12, 1991, by adding thereto the T. Rowe Price
Adjustable Rate U.S. Government Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 61
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
PAGE 62
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 63
AMENDMENT NO. 16 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as
amended June 24, 1988, October 19, 1988, February 22, 1989, July
19, 1989, September 15, 1989, December 15, 1989, December 20,
1989, January 25, 1990, February 21, 1990, June 12, 1990, July
18, 1990, October 15, 1990, February 13, 1991, March 6, 1991 and
September 12, 1991, between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of November 6, 1991, by adding thereto the T.
Rowe Price Japan Fund, a separate series of the T. Rowe Price
International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 64
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.
PAGE 65
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 66
AMENDMENT NO. 17 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991 and November 6, 1991, between State Street
Bank and Trust Company and each of the Parties listed on
Appendix A thereto is hereby further amended, as of April 23,
1992, by adding thereto the T. Rowe Price Mid-Cap Growth Fund,
Inc. and T. Rowe Price Short-Term Global Income Fund, a separate
series of the T. Rowe Price International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 67
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
/s/Henry H. Hopkins
__________________________________
By: Henry H. Hopkins, Vice President
PAGE 68
STATE STREET BANK AND TRUST COMPANY
/s/
_________________________________________
By:
PAGE 69
AMENDMENT NO. 18 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, and April 23, 1992, between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
September 2, 1992, by adding thereto the T. Rowe Price OTC Fund,
a series of the T. Rowe Price OTC Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 70
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
PAGE 71
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 72
AMENDMENT NO. 19 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, and
September 2, 1992, between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of November 3, 1992, by adding thereto the T.
Rowe Price Tax-Free Insured Intermediate Bond Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 73
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
PAGE 74
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 75
AMENDMENT NO. 20 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, and November 3, 1992, between State Street Bank and
Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of December 16, 1992, by
adding thereto the T. Rowe Price Dividend Growth Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 76
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
PAGE 77
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 78
AMENDMENT NO. 21 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, and December 16, 1992, between State
Street Bank and Trust Company and each of the Parties listed on
Appendix A thereto is hereby further amended, as of December 21,
1992, by adding thereto the Maryland Short-Term Tax-Free Bond
Fund, an additional series to the T. Rowe Price State Tax-Free
Income Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 79
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
PAGE 80
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 81
AMENDMENT NO. 22 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, and December 21,
1992, between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of January 28, 1993, by adding thereto the Georgia Tax-Free
Bond Fund and the Florida Insured Intermediate Tax-Free Fund,
additional series to the T. Rowe Price State Tax-Free Income
Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 82
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
PAGE 83
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 84
AMENDMENT NO. 23 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
and January 28, 1993, between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of April 22, 1993, by adding thereto the T.
Rowe Price Blue Chip Growth Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 85
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
PAGE 86
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_______________________________________________
By:
PAGE 87
AMENDMENT NO. 24 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
January 28, 1993, and April 22, 1993, between State Street Bank
and Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of June 30, 1993, by adding
thereto the Spectrum Balanced Fund, a series of the T. Rowe Price
Spectrum Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 88
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum Balanced Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
PAGE 89
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
/s/Henry H. Hopkins
_____________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 90
AMENDMENT NO. 25 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
January 28, 1993, April 22, 1993, and June 30, 1993, between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
September 16, 1993, by adding thereto the T. Rowe Price Summit
Funds, Inc. and T. Rowe Price Summit Municipal Funds, Inc.
Notwithstanding anything to the contrary herein, it is
understood that the T. Rowe Price Summit Funds, Inc. and T. Rowe
Price Summit Municipal Funds, Inc. (collectively referred to as
the "Funds") shall not be responsible for paying any of the fees
or expenses set forth herein but that, in accordance with the
Investment Management Agreement, dated September 16, 1993,
between the Funds and T. Rowe Price Associates, Inc. ("T. Rowe
Price"), the Funds will require T. Rowe Price to pay all such
fees and expenses.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
PAGE 91
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
PAGE 92
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum Balanced Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market
Fund
T. Rowe Price Summit Municipal Intermediate
Fund
T. Rowe Price Summit Municipal Income Fund
/s/Henry H. Hopkins
_____________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 93
AMENDMENT NO. 26 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
January 28, 1993, April 22, 1993, June 30, 1993, and September
16, 1993, between State Street Bank and Trust Company and each of
the Parties listed on Appendix A thereto is hereby further
amended, as of November 3, 1993, by adding thereto the T. Rowe
Price Latin America Fund, a separate series of the T. Rowe Price
International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
PAGE 94
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum Balanced Fund
T. ROWE PRICE BALANCED FUND, INC.
PAGE 95
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market
Fund
T. Rowe Price Summit Municipal Intermediate
Fund
T. Rowe Price Summit Municipal Income Fund
/s/Henry H. Hopkins
_____________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
The Transfer Agency and Service Agreement between T. Rowe Price Services, Inc.
and T. Rowe Price Funds, dated January 1, 1994, should be inserted here.
PAGE 1
TRANSFER AGENCY AND SERVICE AGREEMENT
between
T. ROWE PRICE SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment . . . . . . . . . . . . . .2
Article B Duties of Price Services . . . . . . . . . . . .3
1. Receipt of Orders/Payments. . . . . . . . .3
2. Written Redemptions . . . . . . . . . . . .4
3. Transfers . . . . . . . . . . . . . . . . .6
4. Confirmations . . . . . . . . . . . . . . .6
5. Issuance of Share Certificates. . . . . . .6
6. Returned Checks and ACH Debits. . . . . . 7
7. Redemptions of Shares under Ten Day Hold. 7
8. Dividends, Distributions and Other
Corporate Actions. . . . . . . . . . . . 9
9. Unclaimed Payments and Certificates . . .10
10. Books and Records . . . . . . . . . . . .10
11. Authorized Issued and Outstanding Shares.12
12. Tax Information . . . . . . . . . . . . .13
13. Information to be Furnished to the Fund .13
14. Correspondence. . . . . . . . . . . . . .13
15. Lost or Stolen Securities . . . . . . . .14
16. Telephone Services . . . . . . . . . . .14
17. Proxies . . . . . . . . . . . . . . . . .14
18. Form N-SAR. . . . . . . . . . . . . . . .15
19. Cooperation With Accountants. . . . . . .15
20. Blue Sky. . . . . . . . . . . . . . . . .15
21. Other Services. . . . . . . . . . . . . .15
22. Fees and Out-of-Pocket Expenses . . . . .15
Article C Representations and Warranties of the Price
Services. . . . . . . . . . . . . . . . . . .17
Article D Representations and Warranties of the Fund . .18
Article E Standard of Care/Indemnification . . . . . . .18
Article F Dual Interests . . . . . . . . . . . . . . . . 20
Article G Documentation. . . . . . . . . . . . . . . . . 20
Article H References to Price Services . . . . . . . . . 22
Article I Compliance with Governmental Rules and
Regulations . . . . . . . . . . . . . . . . . 22
Article J Ownership of Software and Related Material . . 22
PAGE 3
Article K Quality Service Standards. . . . . . . . . . . 23
Article L As of Transactions . . . . . . . . . . . . . . 23
Article M Term and Termination of Agreement. . . . . . . 26
Article N Notice . . . . . . . . . . . . . . . . . . . . 26
Article O Assignment . . . . . . . . . . . . . . . . . . 26
Article P Amendment/Interpretive Provisions. . . . . . . 26
Article Q Further Assurances . . . . . . . . . . . . . . 27
Article R Maryland Law to Apply. . . . . . . . . . . . . 27
Article S Merger of Agreement. . . . . . . . . . . . . . 27
Article T Counterparts . . . . . . . . . . . . . . . . . 27
Article U The Parties. . . . . . . . . . . . . . . . . . 27
Article V Directors, Trustees, Shareholders and Massachusetts
Business Trust . . . . . . . . . . . . . . . . 28
Article W Captions . . . . . . . . . . . . . . . . . . . 28
PAGE 4
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the first day of January, 1994, by and
between T. ROWE PRICE SERVICES, INC., a Maryland corporation
having its principal office and place of business at 100 East
Pratt Street, Baltimore, Maryland 21202 ("Price Services"), and
EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be
amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each such
Fund individually hereinafter referred to as "the Fund", whose
definition may be found in Article U);
WHEREAS, the Fund desires to appoint Price Services as its
transfer agent, dividend disbursing agent and agent in connection
with certain other activities, and Price Services desires to
accept such appointment;
WHEREAS, Price Services represents that it is registered
with the Securities and Exchange Commission as a Transfer Agent
under Section 17A of the Securities Exchange Act of 1934 ("'34
Act") and will notify each Fund promptly if such registration is
revoked or if any proceeding is commenced before the Securities
and Exchange Commission which may lead to such revocation;
WHEREAS, certain of the Funds are named investment options
under various tax-sheltered retirement plans including, but not
limited to, individual retirement accounts, simplified employee
pension plans, deferred compensation plans, 403(b) plans, and
profit sharing, thrift, and money purchase pension plans for
self-employed individuals and professional partnerships and
corporations, (collectively referred to as "Retirement Plans");
PAGE 5
WHEREAS, Price Services has the capability of providing
special services, on behalf of the Funds, for the accounts of
shareholders participating in these Retirement Plans ("Retirement
Accounts").
WHEREAS, Price Services may subcontract or jointly contract
with other parties, on behalf of the Funds, including, but not
limited to, DST, SRI, Moore Business Forms, Boston Financial Data
Services, Inc., and the 440 Financial Group, to perform certain
of the functions and services described herein including services
to Retirement Plans and Retirement Accounts. Price Services may
also enter into, on behalf of the Funds, certain banking
relationships to perform various banking services including, but
not limited to, check deposits, check disbursements, automated
clearing house transactions ("ACH") and wire transfers. Subject
to guidelines mutually agreed upon by the Funds and Price
Services, excess balances, if any, resulting from these banking
relationships will be invested and the income therefrom will be
used to offset fees which would otherwise be charged to the Funds
under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
A. Terms of Appointment
Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Price Services to
act, and Price Services agrees to act, as the Fund's transfer
agent, dividend disbursing agent and agent in connection with:
(1) the Fund's authorized and issued shares of its common stock
or shares of beneficial interest (all such stock and shares to be
PAGE 6
referred to as "Shares"); (2) any accumulation, open-account or
similar plans provided to the shareholders of the Fund
("Shareholders"), including, without limitation, any periodic
investment plan or periodic withdrawal program; and (3) certain
Retirement Plan and Retirement Accounts as agreed upon by the
parties.
The parties to the Agreement hereby acknowledge that from
time to time, Price Services and T. Rowe Price Trust Company may
enter into contracts ("Other Contracts") with employee benefit
plans and/or their sponsors for the provision of certain plan
participant services to Retirement Plans and Retirement Accounts.
Compensation paid to Price Services pursuant to this Agreement
is with respect to the services described herein and not with
respect to services provided under Other Contracts.
B. Duties of Price Services
Price Services agrees that it will perform the following
services:
1. Receipt of Orders/Payments
Receive for acceptance, orders/payments for the
purchase of Shares and promptly deliver payment and
appropriate documentation thereof to the authorized
custodian of the Fund (the "Custodian"). Upon receipt of
any check or other instrument drawn or endorsed to it as
agent for, or identified as being for the account of, the
Fund, Price Services will process the order as follows:
o Examine the check to determine if the check conforms to
the Funds' acceptance procedures (including certain
third-party check procedures). If the check conforms,
PAGE 7
Price Services will endorse the check and include the
date of receipt, will process the same for payment, and
deposit the net amount to the parties agreed upon
designated bank account prior to such deposit in the
Custodial account, and will notify the Fund and the
Custodian, respectively, of such deposits (such
notification to be given on a daily basis of the total
amount deposited to said accounts during the prior
business day);
o Open a new account, if necessary, and credit the
account of the investor with the number of Shares to be
purchased according to the price of the Fund's Shares
in effect for purchases made on that date, subject to
any instructions which the Fund may have given to Price
Services with respect to acceptance of orders for
Shares relating to payments so received by it;
o Maintain a record of all unpaid purchases and report
such information to the Fund daily;
o Process periodic payment orders, as authorized by
investors, in accordance with the payment procedures
for pre-authorized checking ("PAC") and ACH purchases
mutually agreed upon by both parties;
o Receive monies from Retirement Plans and determine the
proper allocation of such monies to the Retirement
Accounts based upon instructions received from
Retirement Plan participants or Retirement Plan
administrators ("Administrators"); and
PAGE 8
o Process telephone orders for purchases of Fund shares
from the Shareholder's bank account (via wire or ACH)
to the Fund in accordance with procedures mutually
agreed upon by both parties.
Upon receipt of funds through the Federal Reserve Wire
System that are designated for purchases in Funds which
declare dividends at 12:00 p.m. (or such time as set forth
in the Fund's current prospectus), Price Services shall
promptly notify the Fund and the Custodian of such deposit.
2. Redemptions
Receive for acceptance redemption requests, including
telephone redemptions and requests received from
Administrators for distributions to participants or their
designated beneficiaries or for payment of fees due the
Administrator or such other person, including Price
Services, and deliver the appropriate documentation
thereofto the Custodian. Price Services shall receive and
stamp with the date of receipt, all requests for redemptions
of Shares (including all certificates delivered to it for
redemption) and shall process said redemption requests as
follows, subject to the provisions of Section 7 hereof:
o Examine the redemption request and, for written
redemptions, the supporting documentation, to determine
that the request is in good order and all requirements
have been met;
o Notify the Fund on the next business day of the total
number of Shares presented and covered by all such
requests;
PAGE 9
o As set forth in the prospectus of the Fund, and in any
event, on or prior to the seventh (7th) calendar day
succeeding any such request for redemption, Price
Services shall, from funds available in the accounts
maintained by Price Services as agent for the Funds,
pay the applicable redemption price in accordance with
the current prospectus of the Fund, to the investor,
participant, beneficiary, Administrator or such other
person, as the case may be;
o If any request for redemption does not comply with the
Fund's requirements, Price Services shall promptly
notify the investor of such fact, together with the
reason therefore, and shall effect such redemption at
the price in effect at the time of receipt of all
appropriate documents;
o Make such withholdings as may be required under
applicable Federal and State tax law;
o In the event redemption proceeds for the payment of
fees are to be wired through the Federal Reserve Wire
System or by bank wire, Price Services shall cause such
proceeds to be wired in Federal funds to the bank
account designated; and
o Process periodic redemption orders as authorized by the
investor in accordance with the periodic withdrawal
procedures for Systematic Withdrawal Plan ("SWP") and
systematic ACH redemptions mutually agreed upon by both
parties.
PAGE 10
Procedures and requirements for effecting and accepting
redemption orders from investors by telephone, Tele*Access,
Mailgram, or written instructions shall be established by
mutual agreement between Price Services and the Fund
consistent with the Fund's current prospectus.
3. Transfers
Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions and
documentation and examine such instructions for conformance
with appropriate procedures and requirements. In this
regard, Price Services, upon receipt of a proper request for
transfer, including any transfer involving the surrender of
certificates of Shares, is authorized to transfer, on the
records of the Fund, Shares of the Fund, including
cancellation of surrendered certificates, if any, to credit
a like amount of Shares to the transferee and to
countersign, issue and deliver new certificates, if
requested, for those Funds issuing certificates.
4. Confirmations
Mail all confirmations and other enclosures requested
by the Fund to the shareholder, and in the case of
Retirement Accounts, to the Administrators, as may be
required by the Funds or by applicable Federal or state law.
5. Issuance of Share Certificates
o Those Funds which issue stock certificates shall supply
Price Services with a sufficient supply of blank stock
certificates and shall renew such supply upon request
of Price Services. Such blank stock certificates shall
PAGE 11
be properly signed, manually or facsimile, if
authorized by the Fund, and shall bear the seal or
facsimile thereof of the Fund; and notwithstanding the
death, resignation or removal of any officers of the
Fund authorized to sign certificates of stock, on
behalf of the Fund, Price Services may continue to
countersign certificates which bear the manual or
facsimile signature of such officer until otherwise
directed by the Fund.
o If an investor requests a share certificate of a Fund
which issues stock certificates (except shares in
Retirement Plans and Retirement Accounts which will be
non certificated), Price Services will countersign and
mail by first class mail, a share certificate to the
investor at his address as set forth on the transfer
books of the Fund, subject to any other instructions
for delivery of certificates which the Fund may give to
Price Services with respect to certificates
representing newly purchased Shares.
6. Returned Checks and ACH Debits
In order to minimize the risk of loss to the Fund by
reason of any check being returned unpaid, Price Services
will promptly identify and follow-up on any check or ACH
debit returned unpaid. For items returned, Price Services
may telephone the investor and/or redeposit the check or
debit for collection or cancel the purchase, as deemed
appropriate.
PAGE 12
7. Redemption of Shares under Ten Day Hold
o Uncollected Funds
Shares purchased by personal, corporate, or
governmental check, or by ACH will be considered
uncollected until the tenth calendar date following the
trade date of the trade ("Uncollected Funds");
o Good Funds
Share purchased by treasurer's, cashier, certified, or
official check, or by wire transfer will be considered
collected immediately ("Good Funds"). Absent
information to the contrary (i.e., notification from
the payee institution), Uncollected Funds will be
considered Good Funds on the tenth calendar day
following trade date.
o Redemption of Uncollected Funds
o Shareholders making telephone requests for
redemption of shares purchased with Uncollected
Funds will be given two options:
1. The Shareholder will be permitted to exchange
to a money market fund to preserve principal until
the funds are deemed Good Funds,
2. The redemption can be processed utilizing the
same procedures for written redemptions described
below.
o If a written redemption request is made for shares
where any portion of the payment for said shares
is in Uncollected Funds, and the request is in
good order, Price Services will promptly obtain
PAGE 13
the information relative to the payment necessary
to determine when the payment becomes Good Funds.
The redemption will be processed in accordance
with normal procedures, and the proceeds will be
held until confirmation that the payment is Good
Funds. On the seventh (7th) calendar day after
trade date, and each day thereafter until either
confirmation is received or the tenth (10th)
calendar day, Price Services will call the paying
institution to request confirmation that the check
or ACH in question has been paid. On the tenth
calendar day after trade date, the redemption
proceeds will be released, regardless of whether
confirmation has been received.
o Checkwriting Redemptions.
o Daily, all checkwriting redemptions $10,000 and
over reported as Uncollected Funds or insufficient
funds will be reviewed. An attempt will be made
to contact the shareholder to make good the funds
(through wire, exchange, transfer). Generally by
12:00 p.m. the same day, if the matter has not
been resolved, the redemption request will be
rejected and the check returned to the
Shareholder.
o All checkwriting redemptions under $10,000
reported as Uncollected or insufficient funds will
PAGE 14
be rejected and the check returned to the
Shareholder.
o Confirmations of Available Funds
The Fund expects that situations may develop whereby it
would be beneficial to determine if a person who has
placed an order for Shares has sufficient funds in his
or her checking account to cover the payment for the
Shares purchased. When this situation occurs, Price
Services may call the bank in question and request that
it confirm that sufficient funds to cover the purchase
are currently credited to the account in question.
Price Services will maintain written documentation or a
recording of each telephone call which is made under
the procedures outlined above. None of the above
procedures shall preclude Price Services from inquiring
as to the status of any check received by it in payment
for the Fund's Shares as Price Services may deem
appropriate or necessary to protect both the Fund and
Price Services. If a conflict arises between Section 2
and this Section 7, Section 7 will govern.
8. Dividends, Distributions and Other Corporate Actions
o The Fund will promptly inform Price Services of the
declaration of any dividend, distribution, stock split
or any other distributions of a similar kind on account
of its Capital Stock.
PAGE 15
o Price Services shall act as Dividend Disbursing Agent
for the Fund, and as such, shall prepare and make
income and capital gain payments to investors. As
Dividend Disbursing Agent, Price Services will on or
before the payment date of any such dividend or
distribution, notify the Custodian of the estimated
amount required to pay any portion of said dividend or
distribution which is payable in cash, and the Fund
agrees that on or before the payment date of such
distribution, it shall instruct the Custodian to make
available to Price Services sufficient funds for the
cash amount to be paid out. If an investor is entitled
to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits will be
made to his or her account.
9. Unclaimed Payments and Certificates
In accordance with procedures agreed upon by both
parties, report abandoned property to appropriate state and
governmental authorities of the Fund. Price Services shall,
90 days prior to the annual reporting of abandoned property
to each of the states, make reasonable attempts to locate
Shareholders for which (a) checks or share certificates have
been returned; (b) for which accounts have aged outstanding
checks; or (c) accounts with unissued shares that have been
coded with stop mail and meet the dormancy period guidelines
specified in the individual states. Price Services shall
PAGE 16
make reasonable attempts to contact shareholders for those
accounts which have significant aged outstanding checks.
10. Books and Records
Maintain records showing for each Shareholder's
account, Retirement Plan or Retirement Account, as the case
may be, the following:
o Names, address and tax identification number;
o Number of Shares held;
o Certain historical information regarding the
account of each Shareholder, including dividends
and distributions distributed in cash or invested
in Shares;
o Pertinent information regarding the establishment
and maintenance of Retirement Plans and Retirement
Accounts necessary to properly administer each
account;
o Information with respect to the source of
dividends and distributions allocated among income
(taxable and nontaxable income), realized short-
term gains and realized long-term gains;
o Any stop or restraining order placed against a
Shareholder's account;
o Information with respect to withholdings on
domestic and foreign accounts;
o Any instructions from a Shareholder including, all
forms furnished by the Fund and executed by a
PAGE 17
Shareholder with respect to (i) dividend or
distribution elections, and (ii) elections with
respect to payment options in connection with the
redemption of Shares;
o Any correspondence relating to the current
maintenance of a Shareholder's account;
o Certificate numbers and denominations for any
Shareholder holding certificates;
o Any information required in order for Price
Services to perform the calculations contemplated
under this Agreement.
Price Services shall maintain files and furnish
statistical and other information as required under this
Agreement and as may be agreed upon from time to time by
both parties or required by applicable law. However, Price
Services reserves the right to delete, change or add any
information to the files maintained; provided such
deletions, changes or additions do not contravene the terms
of this Agreement or applicable law and do not materially
reduce the level of services described in this Agreement.
Price Services shall also use its best efforts to obtain
additional statistical and other information as each Fund
may reasonably request for additional fees as may be agreed
to by both parties.
Any such records maintained pursuant to Rule 31a-1
under the Investment Company Act of 1940 ("the Act") will be
PAGE 18
preserved for the periods and maintained in a manner
prescribed in Rule 31a-2 thereunder. Disposition of such
records after such prescribed periods shall be as mutually
agreed upon by the Fund and Price Services. The retention
of such records, which may be inspected by the Fund at
reasonable times, shall be at the expense of the Fund. All
records maintained by Price Services in connection with the
performance of its duties under this Agreement will remain
the property of the Fund and, in the event of termination of
this Agreement, will be delivered to the Fund as of the date
of termination or at such other time as may be mutually
agreed upon.
All books, records, information and data pertaining to
the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of
this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except after
prior notification to and approval by the other party
hereto, which approval shall not be unreasonably withheld
and may not be withheld where Price Services or the Fund may
be exposed to civil or criminal contempt proceedings for
failure to comply; when requested to divulge such
information by duly constituted governmental authorities; or
after so requested by the other party hereto.
11. Authorized Issued and Outstanding Shares
Record the issuance of Shares of the Fund and maintain,
pursuant to Rule 17Ad-10(e) of the '34 Act, a record of the
total number of Shares of the Fund which are authorized,
PAGE 19
issued and outstanding, based upon data provided to it by
the Fund. Price Services shall also provide the Fund on a
regular basis the total number of Shares which are
authorized and issued and outstanding. Price Services shall
have no obligation, when recording the issuance of Shares,
to monitor the issuance of such Shares or to take cognizance
of any laws relating to the issuance or sale of such Shares.
12. Tax Information
Prepare and file with the Internal Revenue Service and
with other appropriate state agencies and, if required, mail
to investors, those returns for reporting dividends and
distributions paid as required to be so filed and mailed,
and shall withhold such sums required to be withheld under
applicable Federal and state income tax laws, rules, and
regulations. Additionally, Price Services will file and, as
applicable, mail to investors, any appropriate information
returns required to be filed in connection with Retirement
Plan processing, such as 1099R, 5498, as well as any other
appropriate forms that the Fund or Price Services may deem
necessary. The Fund and Price Services shall agree to
procedures to be followed with respect to Price Services'
responsibilities in connection with compliance with back-up
withholding and other tax laws.
13. Information to be Furnished to the Fund
Furnish to the Fund such information as may be agreed
upon between the Fund and Price Services including any
information that the Fund and Price Services agree is
necessary to the daily operations of the business.
PAGE 20
14. Correspondence
Promptly and fully answer correspondence from
shareholders and Administrators relating to Shareholder
Accounts, Retirement Accounts, transfer agent procedures,
and such other correspondence as may from time to time be
mutually agreed upon with the Funds. Unless otherwise
instructed, copies of all correspondence will be retained by
Price Services in accordance with applicable law and
procedures.
15. Lost or Stolen Securities
Pursuant to Rule 17f-1 of the '34 Act, report to the
Securities Information Center and/or the FBI or other
appropriate person on Form X-17-F-1A all lost, stolen,
missing or counterfeit securities. Provide any other
services relating to lost, stolen or missing securities as
may be mutually agreed upon by both parties.
16. Telephone Services
Maintain a Telephone Servicing Staff of representatives
("Representatives") sufficient to timely respond to all
telephonic inquiries reasonably foreseeable. The
Representatives will also effect telephone purchases,
redemptions, exchanges, and other transactions mutually
agreed upon by both parties, for those Shareholders who have
authorized telephone services. The Reprentatives shall
require each Shareholder effecting a telephone transaction
to properly identify themself before the transaction is
effected, in accordance with procedures agreed upon between
by both parties. Procedures for processing telephone
PAGE 21
transactions will be mutually agreed upon by both parties.
Price Services will also be responsible for providing
Tele*Access, PC*Access and such other Services as may be
offered by the Funds from time to time. Price Services will
maintain a special Shareholder Servicing staff to service
certain Shareholders with substantial relationships with the
Funds.
17. Proxies
Monitor the mailing of proxy cards and other material
supplied to it by the Fund in connection with Shareholder
meetings of the Fund and shall coordinate the receipt,
examination and tabulation of returned proxies and the
certification of the vote to the Fund.
18. Form N-SAR
Maintain such records, if any, as shall enable the Fund
to fulfill the requirements of Form N-SAR.
19. Cooperation With Accountants
Cooperate with each Fund's independent public
accountants and take all reasonable action in the
performance of its obligations under the Agreement to assure
that the necessary information is made available to such
accountants for the expression of their opinion without any
qualification as to the scope of their examination,
including, but not limited to, their opinion included in
each such Fund's annual report on Form N-SAR and annual
amendment to Form N-1A.
PAGE 22
20. Blue Sky
Provide to the Fund or its agent, on a daily, weekly,
monthly and quarterly basis, and for each state in which the
Fund's Shares are sold, sales reports and other materials
for blue sky compliance purposes as shall be agreed upon by
the parties.
21. Other Services
Provide such other services as may be mutually agreed
upon between Price Services and the Fund.
22. Fees and Out-of-Pocket Expenses
Each Fund shall pay to Price Services and/or its agents
for its Transfer Agent Services hereunder, fees computed as
set forth in Schedule A attached. Except as provided below,
Price Services will be responsible for all expenses relating
to the providing of Services. Each Fund, however, will
reimburse Price Services for the following out-of-pocket
expenses and charges incurred in providing Services:
o Postage. The cost of postage and freight for
mailing materials to Shareholders and Retirement
Plan participants, or their agents, including
overnight delivery, UPS and other express mail
services and special courier services required to
transport mail between Price Services locations
and mail processing vendors.
o Proxies. The cost to mail proxy cards and other
material supplied to it by the Fund and costs
related to the receipt, examination and tabulation
PAGE 23
of returned proxies and the certification of the
vote to the Fund.
o Communications
o Print. The printed forms used internally and
externally for documentation and processing
Shareholder and Retirement Plan participant,
or their agent's inquiries and requests;
paper and envelope supplies for letters,
notices, and other written communications
sent to Shareholders and Retirement Plan
participants, or their agents.
o Print & Mail House. The cost of internal
and third party printing and mail house
services, including printing of statements
and reports.
o Voice and Data. The cost of equipment
(including associated maintenance), supplies
and services used for communicating to and
from the Shareholders of the Fund and
Retirement Plan participants, or their
agents, the Fund's transfer agent, other Fund
offices, and other agents of either the Fund
or Price Services. These charges shall
include:
o telephone toll charges (both incoming
and outgoing, local, long distance and
mailgrams); and
PAGE 24
o data and telephone lines and associated
equipment such as modems, multiplexers,
and facsimile equipment.
o Record Retention. The cost of maintenance
and supplies used to maintain, microfilm,
copy, record, index, display, retrieve, and
store, in microfiche or microfilm form,
documents and records.
o Disaster Recovery. The cost of services,
equipment, facilities and other charges
necessary to provide disaster recovery for
any and all services listed in this
Agreement.
Out-of-pocket costs will be billed at cost to the
Funds. Allocation of monthly costs among the Funds will
generally be made based upon the number of Shareholder and
Retirement Accounts serviced by Price Services each month. Some
invoices for these costs will contain costs for both the Funds
and other funds serviced by Price Services. These costs will be
allocated based on a reasonable allocation mehodology. Where
possible, such as in the case of inbound and outbound WATS
charges, allocation will be made on the actual distribution or
usage.
C. Representations and Warranties of Price Services
Price Services represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in
good standing under the laws of Maryland;
PAGE 25
2. It is duly qualified to carry on its business in
Maryland and California;
3. It is empowered under applicable laws and by its
charter and by-laws to enter into and perform this
Agreement;
4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
5. It is registered with the Securities and Exchange
Commission as a Transfer Agent pursuant to Section 17A of
the '34 Act; and
6. It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
D. Representations and Warranties of the Fund
The Fund represents and warrants to Price Services that:
1. It is a corporation or business trust duly organized
and existing and in good standing under the laws of Maryland
or Massachusetts, as the case may be;
2. It is empowered under applicable laws and by its
Articles of Incorporation or Declaration of Trust, as the
case may be, and By-Laws to enter into and perform this
Agreement;
3. All proceedings required by said Articles of
Incorporation or Declaration of Trust, as the case may be,
and By-Laws have been taken to authorize it to enter into
and perform this Agreement;
4. It is an investment company registered under the Act;
and
PAGE 26
5. A registration statement under the Securities Act of
1933 ("the '33 Act") is currently effective and will remain
effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
E. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. Price Services shall not be liable to any Fund for any
act or failure to act by it or its agents or subcontractors
on behalf of the Fund in carrying or attempting to carry out
the terms and provisions of this Agreement provided Price
Services has acted in good faith and without negligence or
willful misconduct and selected and monitored the
performance of its agents and subcontractors with reasonable
care.
2. The Fund shall indemnify and hold Price Services
harmless from and against all losses, costs, damages,
claims, actions and expenses, including reasonable expenses
for legal counsel, incurred by Price Services resulting
from: (i) any action or omission by Price Services or its
agents or subcontractors in the performance of their duties
hereunder; (ii) Price Services acting upon instructions
believed by it to have been executed by a duly authorized
officer of the Fund; or (iii) Price Services acting upon
information provided by the Fund in form and under policies
agreed to by Price Services and the Fund. Price Services
shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or willful
PAGE 27
misconduct of Price Services or where Price Services has not
exercised reasonable care in selecting or monitoring the
performance of its agents or subcontractors.
3. Except as provided in Article L of this Agreement,
Price Services shall indemnify and hold harmless the Fund
from all losses, costs, damages, claims, actions and
expenses, including reasonable expenses for legal counsel,
incurred by the Fund resulting from the negligence or
willful misconduct of Price Services or which result from
Price Services' failure to exercise reasonable care in
selecting or monitoring the performance of its agents or
subcontractors. The Fund shall not be entitled to such
indemnification in respect of actions or omissions
constituting negligence or willful misconduct of such Fund
or its agents or subcontractors; unless such negligence or
misconduct is attributable to Price Services.
4. In the event either party is unable to perform its
obligations under the terms of this Agreement because of
acts of God, strikes or other causes reasonably beyond its
control, such party shall not be liable to the other party
for any loss, cost, damage, claim, action or expense
resulting from such failure to perform or otherwise from
such causes.
5. In order that the indemnification provisions contained
in this Article E shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep the
PAGE 28
other party advised with respect to all developments
concerning such claim. The party who may be required to
indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim,
or to defend against said claim in its own name or in the
name of the other party. The party seeking indemnification
shall in no case confess any claim or make any compromise in
any case in which the other party may be required to
indemnify it except with the other party's prior written
consent.
6. Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of
this Agreement.
F. Dual Interests
It is understood that some person or persons may be
directors, officers, or shareholders of both the Funds and Price
Services (including Price Services's affiliates), and that the
existence of any such dual interest shall not affect the validity
of this Agreement or of any transactions hereunder except as
otherwise provided by a specific provision of applicable law.
G. Documentation
o As requested by Price Services, the Fund shall promptly
furnish to Price Services the following:
o A certified copy of the resolution of the
Directors/Trustees of the Fund authorizing the
appointment of Price Services and the execution
and delivery of this Agreement;
PAGE 29
o A copy of the Articles of Incorporation or
Declaration of Trust, as the case may be, and By-
Laws of the Fund and all amendments thereto;
o Specimens of all forms of outstanding and new
stock/share certificates in the forms approved by
the Board of Directors/Trustees of the Fund with a
certificate of the Secretary of the Fund as to
such approval;
o All account application forms and other documents
relating to Shareholders' accounts;
o An opinion of counsel for the Fund with respect to
the validity of the stock, the number of Shares
authorized, the status of redeemed Shares, and the
number of Shares with respect to which a
Registration Statement has been filed and is in
effect; and
o A copy of the Fund's current prospectus.
The delivery of any such document for the purpose of any
other agreement to which the Fund and Price Services are or were
parties shall be deemed to be delivery for the purposes of this
Agreement.
o As requested by Price Services, the Fund will also furnish
from time to time the following documents:
o Each resolution of the Board of Directors/Trustees of
the Fund authorizing the original issue of its Shares;
PAGE 30
o Each Registration Statement filed with the Securities
and Exchange Commission and amendments and orders
thereto in effect with respect to the sale of Shares
with respect to the Fund;
o A certified copy of each amendment to the Articles of
Incorporation or Declaration of Trust, and the By-Laws
of the Fund;
o Certified copies of each vote of the Board of
Directors/Trustees authorizing officers to give
instructions to the Transfer Agent;
o Specimens of all new certificates accompanied by the
Board of Directors/Trustees' resolutions approving such
forms;
o Such other documents or opinions which Price Services,
in its discretion, may reasonably deem necessary or
appropriate in the proper performance of its duties;
and
o Copies of new prospectuses issued.
Price Services hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices.
H. References to Price Services
Each Fund agrees not to circulate any printed matter which
contains any reference to Price Services without the prior
PAGE 31
approval of Price Services, excepting solely such printed matter
that merely identifies Price Services as agent of the Fund. The
Fund will submit printed matter requiring approval to Price
Services in draft form, allowing sufficient time for review by
Price Services and its legal counsel prior to any deadline for
printing.
I. Compliance With Governmental Rules and Regulations
Except as otherwise provided in the Agreement and except for
the accuracy of information furnished to the Fund by Price
Services, each Fund assumes full responsibility for the
preparation, contents and distribution of its prospectuses and
compliance with all applicable requirements of the Act, the '34
Act, the '33 Act, and any other laws, rules and regulations of
governmental authorities having jurisdiction over the Fund.
Price Services shall be responsible for complying with all laws,
rules and regulations of governmental authorities having
jurisdiction over transfer agents and their activities.
J. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures
and similar items purchased and/or developed and used by Price
Services in performance of the Agreement shall be the property of
Price Services and will not become the property of the Fund.
K. Quality Service Standards
Price Services and the Fund may from time to time agree to
certain quality service standards, as well as incentives and
penalties with respect to Price Services' hereunder.
PAGE 32
L. As Of Transactions
For purposes of this Article L, the term "Transaction" shall
mean any single or "related transaction" (as defined below)
involving the purchase or redemption of Shares (including
exchanges) that is processed at a time other than the time of the
computation of the Fund's net asset value per Share next computed
after receipt of any such transaction order by Price Services.
If more than one Transaction ("Related Transaction") in the Fund
is caused by or occurs as a result of the same act or omission,
such transactions shall be aggregated with other transactions in
the Fund and be considered as one Transaction.
o Reporting
Price Services shall:
1. Utilize a system to identify all Transactions, and
shall compute the net effect of such Transactions upon
the Fund on a daily, monthly and rolling 365 day basis.
The monthly and rolling 365 day periods are hereafter
referred to as "Cumulative".
2. Supply to the Fund, from time to time as mutually
agreed upon, a report summarizing the Transactions and
the daily and Cumulative net effects of such
Transactions both in terms of aggregate dilution and
loss ("Dilution") or gain and negative dilution
("Gain") experienced by the Fund, and the impact such
Gain or Dilution has had upon the Fund's net asset
value per Share.
PAGE 33
3. With respect to any Transaction which causes
Dilution to the Fund of $25,000 or more, immediately
provide the Fund: (i) a report identifying the
Transaction and the Dilution resulting therefrom, (ii)
the reason such Transaction was processed as described
above, and (iii) the action that Price Services has or
intends to take to prevent the reoccurrence of such as
of processing ("Report").
o Liability
1. It will be the normal practice of the Funds not to
hold Price Services liable with respect to any
Transaction which causes Dilution to any single Fund of
less than $25,000. Price Services will, however,
closely monitor for each Fund the daily and Cumulative
Gain/Dilution which is caused by Transactions of less
than $25,000. When the Cumulative Dilution to any Fund
exceeds 3/10 of 1% per share, Price Services, in
consultation with counsel to the Fund, will make
appropriate inquiry to determine whether it should take
any remedial action. Price Services will report to the
Board of Directors/Trustees of the Fund ("Board") any
action it has taken.
2. Where a Transaction causes Dilution to a Fund of
$25,000 or more ("Significant Transaction"), Price
Services will review with counsel to the Fund the
Report and the circumstances surrounding the underlying
PAGE 34
Transaction to determine whether the Transaction was
caused by or occurred as a result of a negligent act or
omission by Price Services. If it is determined that
the Dilution is the result of a negligent action or
omission by Price Services, Price Services and outside
counsel for the Fund will negotiate settlement. All
such Significant Transactions will be reported to the
Board at its next meeting (unless the settlement fully
compensates the Fund for any Dilution). Any
Significant Transaction, however, causing Dilution in
excess of the lesser of $100,000 or a penny per Share
will be promptly reported to the Board. Settlement
will not be entered into with Price Services until
approved by the Board. The factors the Board would be
expected to consider in making any determination
regarding the settlement of a Significant Transaction
would include but not be limited to:
o Procedures and controls adopted by Price Services
to prevent "As Of" processing;
o Whether such procedures and controls were being
followed at the time of the Significant
Transaction;
o The absolute and relative volume of all
transactions processed by Price Services on the
day of the Significant Transaction;
PAGE 35
o The number of Transactions processed by Price
Services during prior relevant periods, and the
net Dilution/Gain as a result of all such
transactions to the Fund and to all other Price
Funds;
o The prior response of Price Services to
recommendations made by the Funds regarding
improvement to the Transfer Agent's "As Of"
Processing Procedures.
M. Term and Termination of Agreement
o This Agreement shall run for a period of one (1) year from
the date first written above and will be renewed from year
to year thereafter unless terminated by either party as
provided hereunder.
o This Agreement may be terminated by the Fund upon one
hundred twenty (120) days' written notice to Price Services;
and by Price Services, upon three hundred sixty-five (365)
days' writing notice to the Fund.
o Upon termination hereof, the Fund shall pay to Price
Services such compensation as may be due as of the date of
such termination, and shall likewise reimburse for out-of-
pocket expenses related to its services hereunder.
N. Notice
Any notice as required by this Agreement shall be
sufficiently given (i) when sent to an authorized person of the
other party at the address of such party set forth above or at
PAGE 36
such other address as such party may from time to time specify in
writing to the other party; or (ii) as otherwise agreed upon by
appropriate officers of the parties hereto.
O. Assignment
Neither this Agreement nor any rights or obligations
hereunder may be assigned either voluntarily or involuntarily, by
operation of law or otherwise, by either party without the prior
written consent of the other party, provided this shall not
preclude Price Services from employing such agents and
subcontractors as it deems appropriate to carry out its
obligations set forth hereunder.
P. Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this
Agreement at any time. In addition, in connection with the
operation of this Agreement, Price Services and the Fund may
agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions are to
be signed by all parties and annexed hereto, but no such
provision shall contravene any applicable Federal or state law or
regulation and no such interpretive or additional provision shall
be deemed to be an amendment of this Agreement.
Q. Further Assurances
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof.
PAGE 37
R. Maryland Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of Maryland.
S. Merger of Agreement
This Agreement, including the attached Appendices and
Schedules supersedes any prior agreement with respect to the
subject hereof, whether oral or written.
T. Counterparts
This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same
instruments.
U. The Parties
All references herein to "the Fund" are to each of the Funds
listed on Appendix A individually, as if this Agreement were
between such individual Fund and Price Services. In the case of
a series Fund or trust, all references to "the Fund" are to the
individual series or portfolio of such Fund or trust, or to such
Fund or trust on behalf of the individual series or portfolio, as
appropriate. The "Fund" also includes any T. Rowe Price Funds
which may be established after the execution of this Agreement.
Any reference in this Agreement to "the parties" shall mean Price
Services and such other individual Fund as to which the matter
pertains.
V. Directors, Trustees and Shareholders and Massachusetts
Business Trust
It is understood and is expressly stipulated that neither
the holders of Shares in the Fund nor any Directors or Trustees
PAGE 38
of the Fund shall be personally liable hereunder. With respect to
any Fund which is a party to this Agreement and which is
organized as a Massachusetts business trust, the term "Fund"
means and refers to the trustees from time to time serving under
the applicable trust agreement (Declaration of Trust) of such
Trust as the same may be amended from time to time. It is
expressly agreed that the obligations of any such Trust hereunder
shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally,
but bind only the trust property of the Trust, as provided in the
Declaration of Trust of the Trust. The execution and delivery of
this Agreement has been authorized by the trustees and signed by
an authorized officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any
of them, but shall bind only the trust property of the Trust as
provided in its Declaration of Trust.
W. Captions
The captions in the Agreement are included for convenience
of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
PAGE 39
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf under
their seals by and through their duly authorized officers.
DATED: 2/18/94 T. ROWE PRICE SERVICES, INC.
ATTEST:
/s/Barbara A. VanHorn /s/Mark E. Rayford
____________________ BY:___________________________
Barbara A. VanHorn Mark E. Rayford
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE DIVIDEND GROWTH FUND, INC
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
PAGE 40
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Money Fund
Virginia Tax-Free Money Fund
Florida Insured Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 41
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND,INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INSURED INTERMDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
DATED: 2/16/94
ATTEST:
/s/Lenora V. Hornung /s/Carmen F. Deyesu
_________________________ BY:__________________________
Lenora V. Hornung Carmen F. Deyesu
PAGE 42
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price California Tax-Free Income Trust on behalf of the
California Tax-Free Bond Fund and
California Tax-Free Money Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Index Trust, Inc. on behalf of the
T. Rowe Price Equity Index Fund
T. Rowe Price Institutional International Funds, Inc. on behalf
of the
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of the
T. Rowe Price International Bond Fund and
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. Rowe Price Mid-Cap Growth Fund
PAGE 43
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price OTC Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Spectrum Fund, Inc. on behalf of the
Spectrum Growth Fund
Spectrum Income Fund
T. Rowe Price State Tax-Free Income Trust on behalf of the
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Free Insured Intermediate Bond Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
T. Rowe Price U.S. Treasury Funds, Inc. on behalf of the
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. Rowe Price Summit Funds, Inc. on behalf of the
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 44
T. Rowe Price Summit Municipal Funds, Inc. on behalf of the
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
PAGE 45
SCHEDULE A - FEE SCHEDULE
Effective January 1, 1994 to December 31, 1994,
For the account of:
THE T. ROWE PRICE FUNDS
EQUITY FUNDS
T. Rowe Price New American Growth Fund
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price International Stock Fund
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small Capital Value Fund, Inc.
T. Rowe Price International Discovery Fund
Foreign Equity Fund
T. Rowe Price Equity Index Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Spectrum Growth Fund
T.Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Over-the-Counter Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
BOND FUNDS
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price New Jersey Tax-Free Bond Fund
T. Rowe Price Virginia Tax-Free Bond Fund
T. Rowe Price Short Term Bond Fund, Inc.
T. Rowe Price Tax-Free Short Intermediate Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price GNMA Fund
T. Rowe Price New York Tax-Free Bond Fund
T. Rowe Price California Tax-Free Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund
T. Rowe Price Maryland Tax-Free Bond Fund
T. Rowe Price U.S. Treasury Intermediate Fund
T. Rowe Price U.S. Treasury Long-Term Fund
T. Rowe Price Global Government Bond Fund
PAGE 46
T. Rowe Price Spectrum Income Fund
T. Rowe Price Short-term Global Bond Fund
T. Rowe Price Tax-Free Insured Intermediate Fund, Inc.
T. Rowe Price Georgia Tax-Free Bond Fund
T. Rowe Price Florida Insured Intermediate Tax-Free Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
Money Market Funds
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price U.S. Treasury Money Fund
T. Rowe Price New York Tax-Free Money Fund
T. Rowe Price California Tax-Free Money Fund
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Municipal Money Market Fund
PAGE 47
The following fees for services provided by T. Rowe Price
Services, Inc. (TRPS) and vendors will be billed by TRPS for
1994:
I. T. Rowe Price Services Maintenance and Transaction Charges -
Billable Monthly
A. Base Fee
1. Per Fund - Beginning January 1, 1994, chargeable at
the rate of $1,000 per month to each Fund shown on the previous
page. The fee is waived for new Funds for the first 6 months
after effective date.
2. Monthly - $5,987,000 payable in twelve monthly
installments of $498,917.
B. Per Account Annual Fee - $3.63 for each Equity, Bond, and
Money Market Account serviced.
The Per Account Annual Fee will be billed monthly at a rate
of 1/12 of the annual fee for each Fund account serviced during
the month. Accounts serviced is defined as all open accounts at
month end plus accounts which closed during the month.
C. Transaction Fees
1. New Account Fees
a. $3.00 for every account opened, including fiduciary
accounts, excluding those opened by exchange and those
established as described in (b) below.
b. A fee of $1.00 will be assessed for accounts
established within the model and list functions programs and
under the agreement that the registrant's name will be quality
controlled subsequent to its establishment.
2. Non-Automated Transactions
a. $1.05 for each non-automated transaction and
maintenance item processed for the Fund Group as a whole during a
month. The non-automated transaction count will include all
manually processed price dependent and maintenance transactions.
Also, the number of new account setups will be excluded from the
number of non-automated transactions.
b. Fee to be charged to the Funds based on each Fund's
number of total non-automated transactions and maintenance.
c. Fee to be billed monthly for that month.
PAGE 48
d. NOTE: The transaction count should not include
correction of transactions caused by non-shareholder
errors.
D. Telephone Fee
Billed at the rate of $5.20 per call for shareholder
servicing calls received in excess of 34,000 calls per
month. Calls received in Retail Services are allocated to
the Funds based on accounts serviced and calls received in
Telephone Services are allocated based on actual calls
received.
E. Items Scanned
$.29 will be billed for each document page scanned. It will
be allocated based on the number of items indexed to each
Fund.
F. Tele*Access
Base fee, per month for all calls is $39,000.
G. Institutional Electronic Interface
Maximum fee calculated is 10 basis points or less per Fund.
10 basis points < $500 million
8 basis points > $500 million < $1 billion
5 basis points > $1 billion < $2 billion
3 basis points > $2 billion
H. Correspondence
$4.20 billed for each shareholder correspondence request
completed in writing or by phone. Allocated to the Funds
based on accounts serviced.
I. Telephone Transaction Fee
Each price dependent transaction initiated through the
Telephone Services Group will be charged $.50.
II. Vendor Fees
A. DST
1. Annual Open Account Fee
a. $1.77 for each Equity Fund account serviced.
b. $4.20 for each Bond Fund account serviced.
c. $4.20 for each Money Market Fund account serviced.
PAGE 49
The Open Account Fee will be billed monthly at a rate of
1/12 of the annual fee for each Fund account serviced during
the month.
2. Closed Account Fee (Annualized)
Payable at an annual rate of $1.44. The Closed Account
Fee will be billed monthly at a rate of 1/12 of the
annual rate and will be charged in the month following
the month during which such account is closed and shall
cease to be charged in the month following the Purge
Date.
3. Fiduciary Sub-Accounting
Payable at the rate of $1.00 per month for each fiduciary
account. Fiduciary accounts closed during the prior year
will not be included as billable items.
4. Annual Base Fee Per Fund
Annual Fee of $7,205.88 will be charged at a monthly rate
of $600.49. The fee is waived for the first six (6)
months after a new Fund is effective. The definition of
new Fund excludes Funds created by mergers, purchases, or
reorganizations.
5. Bank Account Reconciliation System (Comp/Recon)
Annual charge of $120,000 payable at a rate of $10,000
per month.
6. TRAC 2000 - $7.00 per participant, per year
7. Voice Response Unit
a. $500 Set-up Fee will be charged for each investment
company unit.
b. $2,500 Maintenance Fee will be billed each month.
c. $.50 will be billed per call connected to the VRU.
8. Contingent Deferred Sales Charge.
Billed to each Fund utilizing this service at an annual
rate of $1.03 per open account.
B. State Street Bank
1. NSCC Settlements
PAGE 50
a. $11.30 for net redemptions
b. $ 5.14 per net purchases
2. Checkwriting Fees
$.565 for each checkwriting item processed (i.e. those
resulting in either redemptions or returned as non-
processable). This includes signature card maintenance
and verification, manual or special processing of checks,
stop payment processing, settlement functions, and
postage and mailing expenses to return canceled checks to
shareholders.
3. Stop Payments - Redemption/Distribution Accounts
$15.00 for each manual stop payment placed on a
redemption or distribution check.
4. ACH Transactions
$.06 for each ACH transaction processed by the Bank and
submitted to the ACH network.
5. Internal Book Transfers
$1.08 billed for money movement between TRP DDA's at the
Bank. Money is transferred by debit and credit memos.
6. Wire Fees
$4.00 for each incoming, manual, and internal bank
transfer wire; $3.75 for each outgoing transmission wire.
7. Paid checks
$.18 for each paid check processed.
8. DDA Research
$1.03 per request.
9. Special Handling
$2,917 billed per month for the special handling of
checks at Marina Bay.
10. Nightly Audits
$.0285 per page for the audit of the DST nightly update.
PAGE 51
11. VAX Computer Usage
Billed at the rate of $8,318 per month which covers both:
a. System Fee - for use of sub-systems such as capital
stock interface, PDPS, Direct Deposit, etc.
b. Communication Fee - charge for the line, modems, and
statistical multiplexers.
12. Abandoned Property
Services based on the following fee schedule:
a. Administrative charge $125/Fund
b. Processing charges $1.00/account
c. Due Diligence Mailings $1.50/account
d. Labor will be charged based on the number of hours
required.
13. Account maintenance $16.00 per account per month
14. Reporting (SSCAN) for selected accounts - $50.00 per
account per month
15. FDIC Passthrough - charged at prevailing FDIC rates
C. J.P. Morgan Bank
1. Wire Transfer Fees
Annual Account Maintenance $250.00
Annual MORCOM/CASH
First Account $5,000.00
Subsequent Accounts $3,000.00
Batch File Transfer (BFT)
Transmission $15.00 each
(capped at 10 per month)
BFT Per Outgoing Wire
Peak (8 a.m. and 8 p.m.) $0.064
Off Peak (8 p.m. and 8 a.m.) $0.032
Outgoing Wires
Straight-through (Repetive or Freetype)
80% of total volume $3.25
Book Transfer (IBT) $1.50
Repair (Freeform) $7.00
Zero Balance Transfer $1.00
PAGE 52
Incoming Wires
Fed or CHIPS $3.25
Book (IBT) $1.50
FDIC Passthrough - charged at prevailing FDIC rates
2. Controlled Disbursement Fees
Annual Account Maintenance
(capped at 6 accounts) $760.00 per
account
Annual MORCOM Next Day $1,385.00
per account
Annual MORCOM Check $715.00 per
account
Batch File Transfer (BFT)
Transmission (capped at 10 per month) $15.00 each
Same Day Match Pay (Dividend & Redemption Checks)
DCD Match $2,500.00
per account
TRPS Matches .005 per
item
Checks Paid
Up to 500,000 items $0.051
Up to 750,000 items $0.042
Up to 1,000,000 items $0.035
Stops
On-line $3.00
Returned Checks $3.00 per
item
3. The bank may charge interest at a rate in excess of normal
borrowing rates if the TRPS balance is overdrawn or is in a
negative collected balance status.
D. Fleet Bank of Massachusetts
1. Demand Deposit Services
a. Monthly Account Maintenance $13.00/
14.00 in
May
PAGE 53
b. Deposit Ticket $.85
c. Deposited Item Fee (all inclusive) $.054
d. Return of a Deposited Item
Redeposit Fee per deposit $1.00
Per redeposited item $.50
Returned item $3.00
2. Treasury Master System
a. Previous Day Balance Reporting
Monthly module charge $60.00
Per Account $10.00
b. Previous Day Detail
Monthly module charge $70.00
Per Transaction $.10
c. Current Day Detail
Monthly module charge $70.00
Per Transaction $.10
d. Depository Transfer
Monthly module charge $75.00
Per Transfer $.25
e. Money Movers per transfer $.50
f. Wire Transfer no addt'l
charge-
normal wire
fees only
3. Wire Transfer
a. Outgoing Repetitive Wire
Placed prior to 1:00 pm $9.00
Placed after 1:00 pm $10.00
b. Outgoing Non-Repetitive Wire
Placed prior to 1:00 pm $12.00
Placed after 1:00 pm $13.00
c. Incoming Wire $6.00
4. The bank may charge interest at a rate in excess of
normal borrowing rates if the TRPS balance is overdrawn
or is in a negative collected balance status.
5. FDIC Passthrough - charged at prevailing FDIC rates.
E. First National Bank of Maryland
1. Internal Fund Transfer $5.40
2. Returned Items $2.70
PAGE 54
3. Deposit Items Charge
varies
4. Deposit Tickets $.45
5. Return/redeposit items $2.25
6. Deposit Corrections $4.50
7. Check copy $9.00
8. First Facts
CDA Repetitive Wire $4.05
System Reports/Per Module $27.00
Per Report Previous Day $1.80
Per Report Current Day $3.60
9. Account maintenance $11.25
10. Debit item $.54
11. Credit transaction $.54
12. Foreign Deposit $4.50
13. ACH Debit $.117
14. Tax Deposits $.90
15. Film - Monthly $121.50
16. TRPS may be charged interest when TRPS's balance at FNB
is in a negative collected balance status. TRPS may
also receive balance credits on a positive investable
balance
17. FDIC Passthrough charged at prevailing FDIC rates
III. New Funds
Funds added during the term of this contract may have their
Maintenance and Transaction charges and other charges (Section
I) waived for a period of time, as agreed to by TRPS and Fund
Directors, following the establishment of the Fund. Out-of-
pocket expenses will be billed to the Fund from the Fund's
inception.
IN WITNESS WHEREOF, T.Rowe Price Funds and T.Rowe Price Services,
Inc. have agreed upon this fee schedule to be executed in their
names and on their behalf through their duly authorized officers:
T. ROWE PRICE FUNDS T. ROWE PRICE SERVICES, INC.
/s/Carmen F. Deyesu /s/Mark E. Rayford
NAME ____________________ NAME ________________________
Carmen F. Deyesu Mark E. Rayford
TITLE Treasurer TITLE President
DATE 2/16/94 DATE 2/18/94
The Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds
for Fund Accounting Services, dated January 1, 1994, should be inserted here.
PAGE 1
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment/Duties of Price Associates .1
Article B Fees and Out-of-Pocket Expenses . . . . . . . . .2
Article C Representations and Warranties of Price Associates3
Article D Representations and Warranties of the Fund. . . .3
Article E Ownership of Software and Related Material. . . .3
Article F Quality Service Standards . . . . . . . . . . . .4
Article G Standard of Care/Indemnification. . . . . . . . .4
Article H Dual Interests. . . . . . . . . . . . . . . . . .5
Article I Documentation . . . . . . . . . . . . . . . . . .5
Article J Recordkeeping/Confidentiality . . . . . . . . . .5
Article K Compliance with Governmental Rules and Regulations6
Article L Terms and Termination of Agreement. . . . . . . .6
Article M Notice. . . . . . . . . . . . . . . . . . . . . . 6
Article N Assignment. . . . . . . . . . . . . . . . . . . . 7
Article O Amendment/Interpretive Provisions . . . . . . . .7
Article P Further Assurances. . . . . . . . . . . . . . . .7
Article Q Maryland Law to Apply . . . . . . . . . . . . . .7
Article R Merger of Agreement . . . . . . . . . . . . . . .7
Article S Counterparts. . . . . . . . . . . . . . . . . . .8
Article T The Parties . . . . . . . . . . . . . . . . . . . 8
Article U Directors, Trustee and Shareholders and Massachusetts
Business Trust. . . . . . . . . . . . . . . . . .8
PAGE 3
Article V Captions. . . . . . . . . . . . . . . . . . . . . 9
PAGE 4
AGREEMENT made as of the first day of January, 1994, by and
between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation
having its principal office and place of business at 100 East
Pratt Street, Baltimore, Maryland 21202 ("Price Associates"), and
each Fund which is listed on Appendix A (as such Appendix may be
amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each such
Fund individually hereinafter referred to as "the Fund", whose
definition may be found in Article T);
WHEREAS, Price Associates has the capability of providing the
Funds with certain accounting services ("Accounting Services");
WHEREAS, the Fund desires to appoint Price Associates to
provide these Accounting Services and Price Associates desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
A. Terms of Appointment/Duties of Price Associates
Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Price Associates
to provide, and Price Associates agrees to provide, the following
Accounting Services:
a. Maintain for each Fund a daily trial balance, a general
ledger, subsidiary records and capital stock accounts;
PAGE 5
b. Maintain for each Fund an investment ledger, including
amortized bond and foreign dollar denominated costs where
applicable;
c. Maintain for each Fund all records relating to the Fund's
income and expenses;
d. Provide for the daily valuation of each Fund's portfolio
securities and the computation of each Fund's daily net
asset value per share. Such daily valuations shall be
made in accordance with the valuation policies established
by each of the Fund's Board of Directors including, but
not limited to, the utilization of such pricing valuation
sources and/or pricing services as determined by the
Boards. Price Associates shall have no liability for any
losses or damages incurred by the Fund as a result of
erroneous portfolio security evaluations provided by such
designated sources and/or pricing services; provided that,
Price Associates reasonably believes the prices are
accurate, has adhered to its normal verification control
procedures, and has otherwise met the standard of care as
set forth in Article G of this Agreement;
e. Provide daily cash flow and transaction status information
to each Fund's adviser;
f. Prepare for each Fund such financial information that is
reasonably necessary for shareholder reports, reports to
PAGE 6
the Board of Directors and to the officers of the Fund,
and reports to the Securities and Exchange Commission and
the Internal Revenue Service and other Federal and state
regulatory agencies;
g. Provide each Fund with such advice that may be reasonably
necessary to properly account for all financial
transactions and to maintain the Fund's accounting
procedures and records so as to insure compliance with
generally accepted accounting and tax practices and rules;
h. Maintain for each Fund all records that may be reasonably
required in connection with the audit performed by each
Fund's independent accountant, the Securities and Exchange
Commission, the Internal Revenue Service or such other
Federal or state regulatory agencies; and
i. Cooperate with each Fund's independent public accountants
and take all reasonable action in the performance of its
obligations under the Agreement to assure that the
necessary information is made available to such
accountants for the expression of their opinion without
any qualification as to the scope of their examination
including, but not limited to, their opinion included in
each such Fund's annual report on Form N-SAR and annual
amendment to Form N-1A.
B. Fees and Out-of-Pocket Expenses
Each Fund shall pay to Price Associates for its Accounting
Services hereunder, fees as set forth in the Schedule attached
hereto. In addition, each Fund will reimburse Price Associates
PAGE 7
for out-of-pocket expenses such as postage, printed forms, voice
and data transmissions, record retention, disaster recovery,
third party vendors, equipment leases and other similar items as
may be agreed upon between Price Associates and the Fund. Some
invoices will contain costs for both the Funds and other funds
services by Price Associates. In these cases, a reasonable
allocation methodogy will be used to allocate these costs to the
Funds.
C. Representations and Warrantees of Price Associates
Price Associates represents and warrants to the Fund that:
1. It is a corporation duly organized and existing in good
standing under the laws of Maryland.
2. It is duly qualified to carry on its business in Maryland.
3. It is empowered under applicable laws and by its charter
and By-Laws to enter into and perform this Agreement.
4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
5. It has, and will continue to have, access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
D. Representations and Warrantees of the Fund
The Fund represents and warrants to Price Associates that:
1. It is a corporation or business trust, as the case may be,
duly organized and existing and in good standing under the laws
of Maryland or Massachusetts, as the case may be.
PAGE 8
2. It is empowered under applicable laws and by its Articles
of Incorporation or Declaration of Trust, as the case may be, and
By-Laws have been taken to authorize it to enter into and perform
this Agreement.
3. All proceedings required by said Articles of Incorporation
or Declaration of Trust, as the case may be, and By-Laws have
been taken to authorize it to enter into and perform this
Agreement.
E. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures,
and similar items purchased and/or developed and used by Price
Associates in performance of the Agreement shall be the property
of Price Associates and will not become the property of the
Funds.
F. Quality Service Standards
Price Associates and the Fund may, from time to time, agree
to certain quality service standards, with respect to Price
Associates' services hereunder.
G. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. Price Associates shall not be liable to any Fund for any
act or failure to act by it or its agents or subcontractors on
behalf of the Fund in carrying or attempting to carry out the
terms and provisions of the Agreement provided Price Associates
has acted in good faith and without negligence or willful
misconduct and selected and monitored the performance of its
agents and subcontractors with reasonable care.
PAGE 9
2. The Fund shall indemnify and hold Price Associates
harmless from and against all losses, costs, damages, claims,
actions, and expenses, including reasonable expenses for legal
counsel, incurred by Price Associates resulting from: (i) any
action or omission by Price Associates or its agents or
subcontractors in the performance of their duties hereunder; (ii)
Price Associates acting upon instructions believed by it to have
been executed by a duly authorized officer of the Fund; or (iii)
Price Associates acting upon information provided by the Fund in
form and under policies agreed to by Price Associates and the
Fund. Price Associates shall not be entitled to such
indemnification in respect of actions or omissions constituting
negligence or willful misconduct of Price Associates or where
Price Associates has not exercised reasonable care in selecting
or monitoring the performance of its agents or subcontractors.
3. Price Associates shall indemnify and hold harmless the
Fund from all losses, costs, damages, claims, actions and
expenses, including reasonable expenses for legal counsel,
incurred by the Fund resulting from the negligence or willful
misconduct of Price Associates or which result from Price
Associates' failure to exercise reasonable care in selecting or
monitoring the performance of its agents or subcontractors. The
Fund shall not be entitled to such indemnification with respect
to actions or omissions constituting negligence or willful
misconduct of such Fund or its agents or subcontractors; unless
such negligence or misconduct is attributable to Price
Associates.
PAGE 10
4. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of
God, strikes or other causes reasonably beyond its control, such
party shall not be liable to the other party for any loss, cost,
damage, claim, action or expense resulting from such failure to
perform or otherwise from such causes.
5. In order that the indemnification provisions contained in
this Article F shall apply, upon the assertion of a claim for
which either party may be required to indemnify the other, the
party seeking indemnification shall promptly notify the other
party of such assertion, and shall keep the other party advised
with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense
of such claim, or to defend against said claim in its own name or
in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required
to indemnify it except with the other party's prior written
consent.
6. Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this
Agreement.
H. Dual Interests
It is understood that some person or persons may be
directors, officers, or shareholders of both the Fund and Price
PAGE 11
Associates (including Price Associates' affiliates), and that the
existence of any such dual interest shall not affect the validity
of this Agreement or of any transactions hereunder except as
otherwise provided by a specific provision of applicable law.
I. Documentation
As requested by Price Associates, the Fund shall promptly
furnish to Price Associates such documents as it may reasonably
request and as are necessary for Price Associates to carry out
its responsibilities hereunder.
J. Recordkeeping/Confidentiality
1. Price Associates shall keep records relating to the
services to be performed hereunder, in the form and manner as it
may deem advisable, provided that Price Associates shall keep all
records in such form and in such manner as required by applicable
law, including the
Investment Company Act of 1940 ("the Act") and the Securities
Exchange Act of 1934 ("the '34 Act").
2. Price Associates and the Fund agree that all books,
records, information and data pertaining to the business of the
other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other
person, except: (a) after prior notification to and approval in
writing by the other party hereto, which approval shall not be
unreasonably withheld and may not be withheld where Price
Associates or Fund may be exposed to civil or criminal contempt
proceedings for failure to comply; (b) when requested to divulge
PAGE 12
such information by duly constituted governmental authorities; or
(c) after so requested by the other party hereto.
K. Compliance With Governmental Rules and Regulations
Except as otherwise provided in the Agreement and except for
the accuracy of information furnished to the Funds by Price
Associates, each Fund assumes full responsibility for the
preparation, contents and distribution of its prospectuses, and
for complying with all applicable requirements of the Act, the
'34 Act, the Securities Act of 1933 (the "33 Act"), and any laws,
rules and regulations of governmental authorities having
jurisdiction over the Funds.
L. Term and Termination of Agreement
1. This Agreement shall run for a period of one (1) year from
the date first written above and will be renewed from year to
year thereafter unless terminated by either party as provided
hereunder.
2. This Agreement may be terminated by the Fund upon sixty
(60) days' written notice to Price Associates; and by Price
Associates, upon three hundred sixty-five (365) days' writing
notice to the Fund.
3. Upon termination hereof, the Fund shall pay to Price
Associates such compensation as may be due as of the date of such
termination, and shall likewise reimburse for out-of-pocket
expenses related to its services hereunder.
M. Notice
Any notice as required by this Agreement shall be
sufficiently given (i) when sent to an authorized person of the
PAGE 13
other party at the address of such party set forth above or at
such other address as such party may from time to time specify in
writing to the other party; or (ii) as otherwise agreed upon by
appropriate officers of the parties hereto.
N. Assignment
Neither this Agreement nor any rights or obligations
hereunder may be assigned either voluntarily or involuntarily, by
operation of law or otherwise, by either party without the prior
written consent of the other party, provided this shall not
preclude Price Associates from employing such agents and
subcontractors as it deems appropriate to carry out its
obligations set forth hereunder.
O. Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this
Agreement at any time. In addition, in connection with the
operation of this Agreement, Price Associates and the Fund may
agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions are to
be signed by all parties and annexed hereto, but no such
provision shall contravene any applicable Federal or state law or
regulation and no such interpretive or additional provision shall
be deemed to be an amendment of this Agreement.
PAGE 14
P. Further Assurances
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof.
Q. Maryland Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of Maryland.
R. Merger of Agreement
This Agreement, including the attached Appendices and
Schedules supersedes any prior agreement with respect to the
subject hereof, whether oral or written.
S. Counterparts
This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same
instruments.
T. The Parties
All references herein to "the Fund" are to each of the Funds
listed on Appendix A individually, as if this Agreement were
between such individual Fund and Price Associates. In the case
of a series Fund or trust, all references to "the Fund" are to
the individual series or portfolio of such Fund or trust, or to
such Fund or trust on behalf of the individual series or
portfolio, as appropriate. The "Fund" also includes any T. Rowe
Price Funds which may be established after the execution of this
PAGE 15
Agreement. Any reference in this Agreement to "the parties"
shall mean Price Associates and such other individual Fund as to
which the matter pertains.
U. Directors, Trustees and Shareholders and Massachusetts
Business Trust
It is understood and is expressly stipulated that neither the
holders of shares in the Fund nor any Directors or Trustees of
the Fund shall be personally liable hereunder.
With respect to any Fund which is a party to this Agreement
and which is organized as a Massachusetts business trust, the
term "Fund" means and refers to the trustees from time to time
serving under the applicable trust agreement (Declaration of
Trust) of such Trust as the same may be amended from time to
time. It is expressly agreed that the obligations of any such
Trust hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the
Trust, personally, but bind only the trust property of the Trust,
as provided in the Declaration of Trust of the Trust. The
execution and delivery of this Agreement has been authorized by
the trustees and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed
to have been made by any of them, but shall bind only the trust
property of the Trust as provided in its Declaration of Trust.
PAGE 16
V. Captions
The captions in the Agreement are included for convenience of
reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf under
their seals by and through their duly authorized officers.
DATED: 2/22/94 T. ROWE PRICE ASSOCIATES, INC.
ATTEST:
/s/Barbara A. VanHorn /s/Alvin M. Younger
_________________________ BY:___________________________
Barbara A. VanHorn Managing Director
PAGE 17
T. ROWE PRICE ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL EQUITY FUND,
INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE MID-CAP GROWTH FUND
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
PAGE 18
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND,
INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND,
INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE TAX-FREE INSURED
INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
PAGE 19
T. ROWE PRICE SUMMIT FUNDS, INC.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
DATED: 2/16/94
ATTEST:
/s/Lenora V. Hornung /s/Carmen F. Deyesu
_________________________ BY:______________________________
Lenora V. Hornung Carmen F. Deyesu
PAGE 20
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price Adjustable Rate U.S.
Government Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price California Tax-Free Income
Trust on behalf of the
California Tax-Free Bond Fund and
California Tax-Free Money Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Index Trust, Inc. on behalf
of the T. Rowe Price Equity Index Fund
T. Rowe Price Institutional International
Funds, Inc. on behalf of the
Foreign Equity Fund
T. Rowe Price International Equity Fund,
Inc.
PAGE 21
T. Rowe Price International Funds, Inc.
on behalf of the
T. Rowe Price International Bond Fund and
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin American Fund
T. Rowe Price Mid-Cap Growth Fund
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price OTC Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Science & Technology Fund,
Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Spectrum Fund, Inc. on
behalf of the
Spectrum Growth Fund
Spectrum Income Fund
T. Rowe Price State Tax-Free Income Trust
on behalf of the
Maryland Tax-Free Bond Fund,
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund and
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free
Bond Fund
Georgia Tax-Free Bond Fund
PAGE 22
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free Insured
Intermediate Bond Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund,
Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate
Fund, Inc.
T. Rowe Price U.S. Treasury Funds, Inc.
on behalf of the
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. Rowe Price Summit Funds, Inc. on
behalf of the
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
T. Rowe Price Summit Municipal Funds,
Inc. on behalf of
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
PAGE 23
FUND ACCOUNTING SERVICES
1994 FEE SCHEDULE
A. Fee Structure
1. Base Fee
Domestic Funds $60,000 each
International Funds $100,000 each
Spectrum Funds $35,000 each
Per Fund fee for basic recordkeeping
and financial reporting
2. Individual Fund Fee
Total fees reflecting special $ 883,000
characteristics of each Fund
3. Stock Lending Fee
Allocated to each Fund based $ 75,000
on ratio of net earnings from
stock loans
4. Additional Funds
Domestic Funds $60,000 each
International Funds $100,000 each
Spectrum Funds $35,000 each
B. Total Cost Per Fund
Growth Stock Fund $ 114,000
New Horizons Fund 95,000
Equity Income Fund 85,000
New Era Fund 72,000
International Stock Fund 115,000
Growth & Income Fund 85,000
New America Growth Fund 70,000
Capital Appreciation Fund 85,000
Small-Cap Value Fund 60,000
Foreign Equity Fund 105,000
International Discovery Fund 125,000
Science & Technology Fund 60,000
High Yield Fund 165,000
Tax-Free Income Fund 110,000
New Income Fund 100,000
Tax-Free High Yield Fund 110,000
European Stock Fund 100,000
Equity Index Fund 60,000
PAGE 24
New Asia Fund 110,000
Spectrum Growth Fund 35,000
GNMA Fund 120,000
International Bond Fund 125,000
Balanced Fund 90,000
Maryland Bond Fund 81,000
Tax-Free Short Intermediate Fund 85,000
Short-Term Bond Fund 120,000
California Bond Fund 72,000
New York Bond Fund 72,000
U.S. Treasury Short-Intermediate Fund 60,000
U.S. Treasury Long-Term Bond Fund 60,000
Spectrum Income Fund 35,000
Prime Reserve Fund 85,000
Tax-Exempt Money Fund 93,000
U.S. Treasury Money Fund 60,000
California Money Fund 67,000
New York Money Fund 67,000
Adjustable Rate Government Fund 110,000
Virginia Bond Fund 60,000
New Jersey Bond Fund 60,000
Global Government Bond Fund 100,000
OTC Fund 85,000
Japan Fund 100,000
Mid-Cap Growth Fund 60,000
Short-Term Global Fund 100,000
Maryland Short-Term Tax-Free Bond Fund 60,000
Florida Insured Intermediate Tax-Free Fund 60,000
Georgia Tax-Free Bond Fund 60,000
Tax-Free Insured Intermediate Bond Fund 60,000
Blue Chip Growth Fund 60,000
Dividend Growth Fund 65,000
Latin America Fund 100,000
Summit Cash Reserve Fund 60,000
Summit Limited-Term Bond Fund 60,000
Summit GNMA Fund 60,000
Summit Municipal Money Market Fund 60,000
Summit Municipal Intermediate Fund 60,000
Summit Municipal Income Fund 60,000
IN WITNESS WHEREOF, T. Rowe Price Funds and T. Rowe Price
Associates, Inc. have agreed upon this fee schedule to be
executed in their names and on their behalf through their duly
authorized officers:
T. ROWE PRICE FUNDS T. ROWE PRICE ASSOCIATES, INC.
/s/Carmen F. Deyesu /s/Alvin M. Younger
Name_________________________ Name__________________________
Carmen F. Deyesu Alvin M. Younger
Title Treasurer Title Treasurer and Managing
Director
Date 2/16/94 Date 2/16/94
The Agreement between T. Rowe Price Retirement Plan Services, Inc. and the
Taxable Funds, dated January 1, 1994, should be inserted here.
PAGE 1
AGREEMENT
between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment . . . . . . . . . . . . .2
Article B Duties of RPS. . . . . . . . . . . . . . . . .2
1. Purchases - Retirement Plans and
Retirement Accounts . . . . . . . . . . .2
2. Retirement Plans - Redemptions to Cover
Distributions . . . . . . . . . . . . . .3
3. Exchanges. . . . . . . . . . . . . . . . .4
4. Shares held by Retirement Accounts . . . .4
5. Books and Records. . . . . . . . . . . . .4
6. Tax Information. . . . . . . . . . . . . .5
7. Other Information to be furnished
to the Funds. . . . . . . . . . . . . . .6
8. Correspondence . . . . . . . . . . . . . .6
9. Mailings/Confirmation Statements . . . . .6
10. Proxies. . . . . . . . . . . . . . . . . .6
11. Form N-SAR . . . . . . . . . . . . . . . .6
12. Backup Withholding . . . . . . . . . . . .6
Article C Fee and Out-of-Pocket Expenses . . . . . . . .7
1. Postage. . . . . . . . . . . . . . . . . .7
2. Proxies. . . . . . . . . . . . . . . . . .7
3. Communications . . . . . . . . . . . . . .7
4. Record Retention . . . . . . . . . . . . .8
5. Disaster Recovery. . . . . . . . . . . . .8
Article D Representations and Warranties of RPS. . . . .8
Article E Representations and Warranties of the Fund . .8
Article F Standard of Care/Indemnification . . . . . . .9
Article G Dual Interests . . . . . . . . . . . . . . . 11
Article H Documentation. . . . . . . . . . . . . . . . 11
Article I Recordkeeping/Confidentiality. . . . . . . . 12
Article J Ownership of Software and Related Material . 13
PAGE 3
Article K As of Transactions . . . . . . . . . . . . . 13
1. Reporting. . . . . . . . . . . . . . . . 13
2. Liability. . . . . . . . . . . . . . . . 14
Article L Term and Termination of Agreement. . . . . . 15
Article M Notice . . . . . . . . . . . . . . . . . . . . 16
Article N Assignment . . . . . . . . . . . . . . . . . . 16
Article O Amendment/Interpretive Provisions. . . . . . 16
Article P Further Assurances . . . . . . . . . . . . . 16
Article Q Maryland Law to Apply. . . . . . . . . . . . 16
Article R Merger of Agreement. . . . . . . . . . . . . 17
Article S Counterparts . . . . . . . . . . . . . . . . 17
Article T The Parties. . . . . . . . . . . . . . . . . . 17
Article U Directors, Trustees and Shareholders and Massachusetts
Business Trust. . . . . . . . . . . . . . . 17
Article V Captions . . . . . . . . . . . . . . . . . . . 18
PAGE 4
AGREEMENT, made as of the first day of January, 1994, by and
between T. ROWE PRICE RETIREMENT PLAN SERVICES, INC., a Maryland
corporation having its principal office and place of business at
100 East Pratt Street, Baltimore, Maryland 21202 ("RPS"), and
EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be
amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each Fund
hereinafter referred to as "the Fund") whose definition may be
found in Article T;
WHEREAS, the Funds are named investment options under various
tax-sheltered plans, including, but not limited to, state
deferred compensation plans, 403(b) plans, and profit sharing,
thrift, and money purchase pension plans for self-employed
individuals, professional partnerships and corporations,
(collectively referred to as "Retirement Plans"); and the Fund
has determined that such investments of Retirement Plans in the
Funds are in the best long-term interest of the Funds;
WHEREAS, RPS has the capability of providing special
services, on behalf of the Fund, for the accounts ("Retirement
Accounts") of shareholders participating in these Retirement
Plans;
WHEREAS, RPS represents that it is registered with the
Securities and Exchange Commission as a Transfer Agent under
PAGE 5
Section 17A of the Securities Exchange Act of 1934 ("the '34
Act").
WHEREAS, RPS may subcontract or jointly contract with other
parties on behalf of the Funds to perform certain of the
functions described herein, RPS may also enter into, on behalf of
the Funds, certain banking relationships to perform various
banking services, including, but not limited to, check deposits,
disbursements, automatic clearing house transactions ("ACH") and
wire transfers. Subject to guidelines mutually agreed upon by
the Funds and RPS, excess balances, if any, resulting from these
banking relationships will be invested and the income therefrom
will be used to offset fees which would otherwise be charged to
the Funds under this Agreement.
WHEREAS, the Fund desires to contract with RPS the foregoing
functions and services described herein in connection with the
Retirement Plans and Retirement Accounts;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
A. Terms of Appointment
Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints RPS to perform
the services and functions described herein in connection with
PAGE 6
certain Retirement Plan and Retirement Accounts as agreed upon by
the parties.
B. Duties of RPS:
RPS agrees that it will perform the following services:
1. Purchases - Retirement Plans and Retirement Accounts
After RPS has received monies from Retirement Plans and
has determined the proper allocation of such monies to the
Retirement Accounts or Retirement Plan participants
("Participants") based upon instructions received from
Participants, Retirement Plans or their designees, or
Retirement Plan Administrator(s) ("Administrator(s)"), RPS
will, as a responsibility under the Agreement:
a. Transmit by check or wire the aggregate money
allocated to each Fund to the Fund's custodian;
b. In the case of a new Participant, establish and
maintain a Retirement Account for such Participant;
and
c. Compute the number of shares of each Fund to which
the Participant is entitled according to the price of
such Fund shares as provided by such Fund for
purchases made at that time and date, and credit each
such Account with the number of shares of the Fund so
purchased.
PAGE 7
2. Retirement Plans - Redemptions to Cover Distributions.
After RPS has received instructions from the Administrator
regarding distributions to be made to Participants or their
designated beneficiaries from Funds designated as investment
options under the Retirement Plan, RPS will, as a
responsibility under the Agreement:
a. Compute the amount due for shares to be redeemed from
each Retirement Account or compute the number of
shares to be redeemed from each such Retirement
Account for such distributions and the total number
of all shares of each Fund to be redeemed in
accordance with the price per share at that time and
date of such Fund as calculated and provided by the
Fund. After such computation, inform the Fund of the
amount necessary to be redeemed. Distribute to
Participants or their designated beneficiaries the
amount to be disbursed.
b. After RPS has received instructions from the
Administrator regarding disbursements to be made
regarding the payment of fees due the Administrator,
or other persons including RPS, RPS will, as a
responsibility under this Agreement:
PAGE 8
i. Compute the number of shares to be redeemed from
each Retirement Account to pay for such
disbursements and the total number of all shares
to be redeemed in accordance with the price per
share at that time and date, of such Fund as
calculated and provided by the Fund;
ii. Effect the necessary redemption from the Fund's
custodian to cover such disbursements; and
iii. Mail to the Administrator or such other person as
designated by the Administrator the amount to be
disbursed.
c. Other Provisions
i. If any instruction tendered by an Administrator to
redeem shares in a Retirement Account is not
satisfactory to RPS, RPS shall promptly notify the
Administrator of such fact together with the
reason therefor;
ii. The authority of RPS to perform its
responsibilities under Paragraph B(2) with respect
to each Fund shall be suspended upon receipt of
notification by such Fund of the suspension of the
determination of the Fund's net asset value per
PAGE 9
share and shall remain suspended until proper
notification; and
iii. The Fund will promptly inform RPS of the
declaration of any dividend or distribution on
account of the capital stock of any Fund so that
RPS may properly credit income and capital gain
payments to each Retirement Account.
3. Exchanges
Effect exchanges of shares of the Funds upon receipt of
appropriate instructions from the Administrator and/or
Participant.
4. Shares held by Retirement Accounts will be
Noncertificate Shares
RPS will have neither responsibility nor authority to
issue stock certificates evidencing ownership of Fund shares
held by Participants. All shares held in Retirement Accounts
maintained by RPS shall be noncertificated shares.
5. Books and Records
RPS shall maintain records showing for each Retirement
Plan or Retirement Account, the following:
a. Names, addresses and tax identification numbers, when
provided;
b. Number of shares held;
PAGE 10
c. Historical information regarding the account of each
Participant and/or Retirement Plan, including
dividends and distributions invested in shares;
d. Pertinent information regarding the establishment and
maintenance of Retirement Plans and Retirement
Accounts necessary to properly administer each
account.
e. Any instructions from a Participant or Administrator
including, all forms furnished by the Fund and
executed by a Participant with respect to
(i) elections with respect to payment options in
connection with the redemption of shares; or
distribution elections, if applicable; and
f. Any information required in order for RPS to perform
the calculations contemplated under this Agreement.
Any such records maintained pursuant to Rule 31a-1 under
the Investment Company Act of 1940 ("the Act") will be
preserved for the periods prescribed in Rule 31a-2
thereunder. Disposition of such records after such
prescribed periods shall be as mutually agreed upon from time
to time by RPS and the Funds. The retention of such records,
which may be inspected by the Fund at reasonable times, shall
be at the expense of the Funds. All records maintained by
PAGE 11
RPS in connection with the performance of its duties under
this Agreement will remain the property of the Funds and, in
the event of termination of this Agreement, will be delivered
to the Fund as of the date of termination or at such other
time as may be mutually agreed upon.
6. Tax Information
RPS shall also prepare and file with appropriate federal
and state agencies, such information returns and reports as
required by applicable Federal and State statutes relating to
redemptions effected in Retirement Accounts which constitute
reportable distributions. RPS will also prepare and submit
to Participants, such reports containing information as is
required by applicable Federal and State law.
7. Other Information to be furnished to the Funds
RPS will furnish to the Fund, such information, including
shareholder lists and statistical information as may be
agreed upon from time to time between RPS and the Fund.
8. Correspondence
RPS will promptly and fully answer correspondence from
Administrators and in some cases, Participants, relating to
Retirement Accounts, transfer agent procedures, and such
other correspondence as may from time to time be mutually
agreed upon with the Funds. Unless otherwise instructed,
PAGE 12
copies of all correspondence will be retained by RPS in
accordance with applicable law.
9. Mailings/Confirmation Statements
RPS will be responsible for mailing all confirmations and
other enclosures and mailings, as requested by the
Administrators and as may be required of the Funds by
applicable Federal or state law.
10. Proxies
RPS shall monitor the mailing of proxy cards and other
material supplied to it by the Fund in connection with
shareholder meetings of the Fund and shall coordinate the
receipt, examination and tabulation of returned proxies and
the certification of the vote to the Fund.
11. Form N-SAR
RPS shall maintain such records, if any, as shall enable
the Fund to fulfill the requirements of Form N-SAR.
12. Withholding
The Fund and RPS shall agree to procedures to be followed
with respect to RPS's responsibilities in connection with
compliance for federal withholding for Participants.
PAGE 13
C. Fees and Out-of-Pocket Expenses
Each Fund shall pay to RPS for its services hereunder fees
computed as set forth in the Schedule attached hereto. Except as
provided below, RPS will be responsible for all expenses relating
to the providing of services. Each Fund, however, will reimburse
RPS for the following out-of-pocket expenses and charges incurred
in providing services:
1. Postage. The cost of postage and freight for mailing
materials to Participants, or their agents, including
overnight delivery, UPS and other express mail services
and special courier services required to transport mail
between RPS locations and mail processing vendors.
2. Proxies. The cost to mail proxy cards and other
material supplied to it by the Fund and costs related to
the receipt, examination and tabulation of returned
proxies and the certification of the vote to the Fund.
3. Communications
a. Print. The printed forms used internally and
externally for documentation and processing
Participant, or their agent's, inquiries and
requests; paper and envelope supplies for letters,
notices, and other written communications sent to
Administrators and Participants, or their agents.
PAGE 14
b. Print & Mail House. The cost of internal and third
party printing and mail house services, including
printing of statements and reports.
c. Voice and Data. The cost of equipment (including
associated maintenance), supplies and services used
for communicating to and from the Participants, or
their agents, the Fund's transfer agent, other Fund
offices, and other agents of either the Fund or RPS.
These charges shall include:
o telephone toll charges (both incoming and outgoing,
local, long distance and mailgrams); and
o data and telephone lines and associated equipment
such as modems, multiplexers, and facsimile
equipment.
4. Record Retention. The cost of maintenance and supplies
used to maintain, microfilm, copy, record, index,
display, retrieve, and store, in microfiche or microfilm
form, documents and records.
5. Disaster Recovery. The cost of services, equipment,
facilities and other charges necessary to provide
disaster recovery for any and all services listed in
this Agreement.
PAGE 15
D. Representations and Warranties of RPS
RPS represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in
good standing under the laws of Maryland.
2. It is duly qualified to carry on its business in
Maryland.
3. It is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement.
4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
5. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
6. It is registered with the Securities and Exchange
Commission as a Transfer Agent pursuant to Section 17A of the
'34 Act.
E. Representations and Warranties of the Fund
The Fund represents and warrants to RPS that:
1. It is a corporation or business trust duly organized and
existing and in good standing under the laws of Maryland, or
Massachusetts, as the case may be.
2. It is empowered under applicable laws and by its
Articles of Incorporation or Declaration of Trust, as the
PAGE 16
case may be, and By-Laws to enter into and perform this
Agreement.
3. All proceedings required by said Articles of
Incorporation or Declaration of Trust, as the case may be,
and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4. It is an investment company registered under the Act.
5. A registration statement under the Securities Act of
1933 ("the '33 Act") is currently effective and will remain
effective, and appropriate state securities law filing have
been made and will continue to be made, with respect to all
shares of the Fund being offered for sale.
F. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. RPS shall not be liable to the Fund for any act or
failure to act by it or its agents or subcontractors on
behalf of the Fund in carrying or attempting to carry out the
terms and provisions of this Agreement provided RPS has acted
in good faith and without negligence or willful misconduct
and selected and monitored the performance of its agents and
subcontractors with reasonable care.
2. The Fund shall indemnify and hold RPS harmless from and
against all losses, costs, damages, claims, actions and
PAGE 17
expenses, including reasonable expenses for legal counsel,
incurred by RPS resulting from: (i) any action or omission by
RPS or its agents or subcontractors in the performance of
their duties hereunder; (ii) RPS acting upon instructions
believed by it to have been executed by a duly authorized
officer of the Fund; or (iii) RPS acting upon information
provided by the Fund in form and under policies agreed to by
RPS and the Fund. RPS shall not be entitled to such
indemnification in respect of actions or omissions
constituting negligence or willful misconduct of RPS or where
RPS has not exercised reasonable care in selecting or
monitoring the performance of its agents or subcontractors.
3. Except as provided in Article K of this Agreement, RPS
shall indemnify and hold harmless the Fund from all losses,
costs, damages, claims, actions and expenses, including
reasonable expenses for legal counsel, incurred by the Fund
resulting from negligence or willful misconduct of RPS or
which result from RPS' failure to exercise reasonable care in
selecting or monitoring the performance of its agents or
subcontractors. The Fund shall not be entitled to such
indemnification in respect of actions or omissions
PAGE 18
constituting negligence or willful misconduct of such Fund or
its agents or subcontractors; unless such negligence or
misconduct is attributable to RPS.
4. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts
of God, strikes or other causes reasonably beyond its
control, such party shall not be liable to the other party
for any loss, cost, damage, claims, actions or expense
resulting from such failure to perform or otherwise from such
causes.
5. In order that the indemnification provisions contained
in this Article F shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep the
other party advised with respect to all developments
concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim, or to
defend against said claim in its own name or in the name of
the other party. The party seeking indemnification shall in
no case confess any claim or make any compromise in any case
PAGE 19
in which the other party may be required to indemnify it
except with the other party's prior written consent.
6. Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of
this Agreement.
G. Dual Interests
It is understood that some person or persons may be
directors, officers, or shareholders of both RPS and the Fund and
that the existence of any such dual interest shall not affect the
validity of this Agreement or of any transactions hereunder
except as otherwise provided by a specific provision of
applicable law.
H. Documentation
1. As requested by RPS, the Fund shall promptly furnish to
RPS the following:
a. A certified copy of the resolution of the
Directors/Trustees of the Fund authorizing the
appointment of RPS and the execution and delivery of
this Agreement;
b. A copy of the Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws
of the Fund and all amendments thereto;
PAGE 20
c. Specimens of all forms of outstanding and new
stock/share certificates in the forms approved by the
Board of Directors/Trustees of the Fund with a
certificate of the Secretary of the Fund as to such
approval;
d. All account application forms and other documents
relating to shareholders' accounts;
e. An opinion of counsel for the Fund with respect to
the validity of the stock, the number of Shares
authorized, the status of redeemed Shares, and the
number of Shares with respect to which a Registration
Statement has been filed and is in effect; and
f. A copy of the Fund's current prospectus.
The delivery of any such document for the purpose of any
other agreement to which the Fund and RPS are or were parties
shall be deemed to be delivery for the purposes of this
Agreement.
2. As requested by RPS, the Fund will also furnish from
time to time the following documents:
a. Each resolution of the Board of Directors/Trustees of
the Fund authorizing the original issue of its
shares;
PAGE 21
b. Each Registration Statement filed with the Securities
and Exchange Commission and amendments and orders
thereto in effect with respect to the sale of shares
with respect to the Fund;
c. A certified copy of each amendment to the Articles of
Incorporation or Declaration of Trust, and the
By-Laws of the Fund;
d. Certified copies of each vote of the Board of
Directors/Trustees authorizing officers to give
instructions to the Fund;
e. Specimens of all new certificates accompanied by the
Board of Directors/Trustees' resolutions approving
such forms;
f. Such other documents or opinions which RPS, in its
discretion, may reasonably deem necessary or
appropriate in the proper performance of its duties;
and
g. Copies of new prospectuses issued.
3. RPS hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for
safekeeping of check forms and facsimile signature imprinting
devices, if any, and for the preparation or use, and for
keeping account of, such forms and devices.
PAGE 22
I. Recordkeeping/Confidentiality
1. RPS shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem
advisable, provided that RPS shall keep all records in such
form and in such manner as required by applicable law,
including the Act and the '34 Act.
2. RPS and the Fund agree that all books, records,
information and data pertaining to the business of the other
party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed
to any other person, except: (a) after prior notification to
and approval in writing by the other party hereto, which
approval shall not be unreasonably withheld and may not be
withheld where RPS or the Fund may be exposed to civil or
criminal contempt proceedings for failure to comply; (b) when
requested to divulge such information by duly constituted
governmental authorities; or (c) after so requested by the
other party hereto.
J. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures and
similar items purchased and/or developed and used by RPS in
PAGE 23
performance of the Agreement shall be the property of RPS and
will not become the property of the Fund.
K. As Of Transactions
For purposes of this Article K, the term "Transaction" shall
mean any single or "related transaction" (as defined below)
involving the purchase or redemption of shares (including
exchanges) that are processed at a time other than the time of
the computation of the Fund's net asset value per share next
computed after receipt of any such transaction order by RPS. If
more than one Transaction ("Related Transaction") in the Fund is
caused by or occurs as a result of the same act or omission, such
transactions shall be aggregated with other transactions in the
Fund and be considered as one Transaction.
1. Reporting
RPS shall:
a. Utilize a system to identify all Transactions, and
shall compute the net effect of such Transactions
upon the Fund on a daily, monthly and rolling 365 day
basis. The Monthly and rolling 365 day periods are
hereinafter referred to as ("Cumulative").
b. Supply to the Fund, from time to time as mutually
agreed upon, a report summarizing the Transactions
and the daily and Cumulative net effects of such
PAGE 24
Transactions both in terms of aggregate dilution and
loss ("Dilution") or gain and negative dilution
("Gain") experienced by the Fund, and the impact such
Gain or Dilution has had upon the Fund's net asset
value per share.
c. With respect to any Transaction which causes Dilution
to the Fund of $25,000 or more, immediately provide
the Fund: (i) a report identifying the Transaction
and the Dilution resulting therefrom, (ii) the reason
such Transaction was processed as described above,
and (iii) the action that RPS has or intends to take
to prevent the reoccurrence of such as of processing
("Report").
2. Liability
a. It will be the normal practice of the Fund not to
hold RPS liable with respect to any Transaction which
causes Dilution to any single Fund of less than
$25,000. RPS will, however, closely monitor for each
Fund the daily and Cumulative Gain/Dilution which is
caused by Transactions of less than $25,000. When
the Cumulative Dilution to any Fund exceeds 3/10 of
1% per share, RPS, in consultation with counsel to
the Fund, will make appropriate inquiry to determine
PAGE 25
whether it should take any remedial action. RPS will
report to the Board of Directors/Trustees of the Fund
("Board"), as appropriate, any action it has taken.
b. Where a Transaction causes Dilution to a Fund of
$25,000 or more ("Significant Transaction"), RPS will
review with counsel to the Fund, the Report and the
circumstances surrounding the underlying Transaction
to determine whether the Transaction was caused by or
occurred as a result of a negligent act or omission
by RPS. If it is determined that the Dilution is the
result of a negligent action or omission by RPS, RPS
and outside counsel for the Fund, as appropriate,
will negotiate settlement. All such Significant
Transactions will be reported to the Board at its
next meeting (unless the settlement fully compensates
the Fund for any Dilution). Any Significant
Transaction, however, causing Dilution in excess of
the lesser of $100,000 or a penny per share will be
promptly reported to the Board. Settlement will not
be entered into with RPS until approved by the Board.
The factors the Board or the Funds would be expected
PAGE 26
to consider in making any determination regarding the
settlement of a Significant Transaction would include
but not be limited to:
i. Procedures and controls adopted by RPS to prevent
As Of processing;
ii. Whether such procedures and controls were being
followed at the time of the Significant
Transaction;
iii. The absolute and relative volume of all
transactions processed by RPS on the day of the
Significant Transaction;
iv. The number of Transactions processed by RPS during
prior relevant periods, and the net Dilution/Gain
as a result of all such transactions to the Fund
and to all other Price Funds; and
v. The prior response of RPS to recommendations made
by the Funds regarding improvement to the Transfer
Agent's As Of Processing Procedures.
L. Term and Termination of Agreement
1. This Agreement shall run for a period of one (1) year
from the date first written above and will be renewed from
year to year thereafter unless terminated by either party as
provided hereunder.
PAGE 27
2. This Agreement may be terminated by the Funds upon one
hundred twenty (120) days' written notice to RPS; and by RPS,
upon three hundred sixty-five (365) days' writing notice to
the Fund.
3. Upon termination hereof, the Fund shall pay to RPS such
compensation as may be due as of the date of such
termination, and shall likewise reimburse for out-of-pocket
expenses related to its services hereunder.
M. Notice
Any notice as required by this Agreement shall be
sufficiently given (i) when sent to an authorized person of the
other party at the address of such party set forth above or at
such other address as such party may from time to time specify in
writing to the other party; or (ii) as otherwise agreed upon by
appropriate officers of the parties hereto.
N. Assignment
Neither this Agreement nor any rights or obligations
hereunder may be assigned either voluntarily or involuntarily, by
operation of law or otherwise, by either party without the prior
written consent of the other party
O. Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this
Agreement at any time. In addition, in connection with the
PAGE 28
operation of this Agreement, RPS and the Fund may agree from time
to time on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions are to be signed by all
parties and annexed hereto, but no such provision shall
contravene any applicable federal or state law or regulation and
no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
P. Further Assurances
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof.
Q. Maryland Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of Maryland.
R. Merger of Agreement
This Agreement, including the attached Schedule supersede any
prior agreement with respect to the subject hereof, whether oral
or written.
S. Counterparts
This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken
PAGE 29
together shall be deemed to constitute one and the same
instruments.
T. The Parties
All references herein to "the Fund" are to each of the Funds
listed on Appendix A individually, as if this Agreement were
between such individual Fund and RPS. In the case of a series
Fund or trust, all references to "the Fund" are to the individual
series or portfolio of such fund or trust, or to such Fund or
trust on behalf of the individual series or portfolio, as
appropriate. Any reference in this Agreement to "the parties"
shall mean RPS and such other individual Fund as to which the
matter pertains. The "Fund" also includes any T. Rowe Price Fund
which may be established after the date of this Agreement.
Any reference in this Agreement to "the parties" shall mean
the Funds and RPS.
U. Directors, Trustees and Shareholders and Massachusetts
Business Trust
It is understood and is expressly stipulated that neither the
holders of shares in the Fund nor any Directors or Trustees of
the Fund shall be personally liable hereunder. With respect to
any Fund which is a party to this Agreement and which is
organized as a Massachusetts business trust, the term "Fund"
means and refers to the trustees from time to time serving under
PAGE 30
the applicable trust agreement (Declaration of Trust) of such
Trust as the same may be amended from time to time. It is
expressly agreed that the obligations of any such Trust hereunder
shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally,
but bind only the trust property of the Trust, as provided in the
Declaration of Trust of the Trust. The execution and delivery of
this Agreement has been authorized by the trustees and signed by
an authorized officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any
of them, but shall bind only the trust property of the Trust as
provided in its Declaration of Trust.
V. Captions
The captions in the Agreement are included for convenience of
reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf under
their seals by and through their duly authorized officers.
PAGE 31
T. ROWE PRICE RETIREMENT PLAN DATED:2/18/94
SERVICES, INC.
ATTEST:
/s/Steve J. Zients
By: ________________________ ________________________
Steve J. Zients
T. ROWE PRICE ADJUSTABLE RATE U.S
GOVERNMENT FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND,
INC.
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL EQUITY FUND,
INC.
PAGE 32
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond
Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND,
INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 33
DATED: 2/16/94
ATTEST:
/s/Carmen F. Deyesu
_________________________BY:_____________________________
/s/Carmen F. Deyesu
PAGE 34
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price Adjustable Rate U.S.
Government Fund, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund,
Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Index Trust, Inc. on
behalf of the T. Rowe Price Equity Index
Fund
T. Rowe Price Institutional
International Funds, Inc. on behalf of
the
Foreign Equity Fund
T. Rowe Price International Equity Fund,
Inc.
PAGE 35
T. Rowe Price International Funds, Inc.
on behalf of the
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond
Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price OTC Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Science & Technology Fund,
Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Spectrum Fund, Inc. on
behalf of the
Spectrum Growth Fund
Spectrum Income Fund
T. Rowe Price U.S. Treasury Funds, Inc.
on behalf of the
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
PAGE 36
T. Rowe Price Summit Funds, Inc.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 37
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
FEE SCHEDULE
Fees for transfer agent services performed for retirement plan
accounts serviced by T. Rowe Price Retirement Plan Services, Inc.
("RPS").
Effective January 1, 1994 to December 31, 1994.
A. Base Fee
A monthly base fee of $500,000 ($6,000,000 per year)
allocated pro rata by account.
B. Per Participant Fee
A monthly per participant fee of $3.752 for each active (non-
zero balance) participant being serviced at the end of the
month. This fee will be allocated among the Funds based on
the relative number of non-zero accounts open at the end of
the month.
C. Per Transaction Fee
A fee for each Account transaction will be charged at the
rate of $.15 per transaction, except for dividend
transactions.
D. Institutional Support Group (ISG) Telephone Call
A fee of $5.24 per ISG telephone call will be charged to the
Fund(s) involved in the telephone call.
E. New Participant Fee
A one-time new participant fee of $3.31 will be charged each
time a participant is added to the records.
F. Perks Fee
Fees for selected PERKS plans will be $10 per account,
maximum $40 per participant, capped at 25 basis points.
PAGE 38
G. Billing Procedures
RPS will render to each two monthly invoices (one for PAS and
one for PERKS) each of which shall state: the number of
participants in existence at month-end and the Fund's pro
rata share, the assets by Fund at month-end, the number of
transactions recorded during the month for each Fund, the
number of new participants added during the month and the
fund's pro rata share; the out-of-pocket expenses for which
RPS is entitled to reimbursement under the Agreement, and the
Fund's pro rata share; and the total compensation due for the
month.
H. New Funds
Funds added during the term of this Agreement may have their
Maintenance and Transaction charges waived for a period of
time agreed upon between RPS and the Funds following the
establishment of the Fund. Out-of-pocket expenses will be
billed to the Fund from the Fund's inception.
IN WITNESS WHEREOF, T. Rowe Price Funds and T. Rowe Price
Retirement Plan Services, Inc. have agreed upon this fee schedule
to be executed in their names and on their behalf through their
duly authorized officers:
T. ROWE PRICE FUNDS T. ROWE PRICE RETIREMENT PLAN
SERVICES, INC.
Name /s/Carmen F. Deyesu Name /s/Steve J. Zients
Title Treasurer Title Vice President
Date 2/16/94 Date 2/17/94
PAGE 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting parts of this Post-
Effective Amendment No. 45 to the Registration Statement on Form N-1A (the
"Registration Statement") of our report dated November 17, 1993, relating to
the financial statements and selected per share data and ratios appearing in
the October 31, 1993 Annual Report to Shareholders of the T. Rowe Price
International Discovery Fund, a series of the T. Rowe Price International
Funds, Inc., which is also incorporated by reference into the Registration
Statement. We also consent to the references to us under the heading
"Financial Highlights" in the Prospectus and under the heading "Independent
Accountants" in the Statement of Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
February 25, 1994
PAGE 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting parts of this Post-
Effective Amendment No. 45 to the Registration Statement on Form N-1A (the
"Registration Statement") of our report dated November 17, 1993, relating to
the financial statements and selected per share data and ratios appearing in
the October 31, 1993 Annual Report to Shareholders of the T. Rowe Price
European Stock Fund, a series of the T. Rowe Price International Funds, Inc.,
which is also incorporated by reference into the Registration Statement. We
also consent to the references to us under the heading "Financial Highlights"
in the Prospectus and under the heading "Independent Accountants" in the
Statement of Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
February 25, 1994
PAGE 3
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
T. Rowe Price International
Funds, Inc. and the Shareholders
of T. Rowe Price New Asia Fund
We consent to the incorporation by reference in this Post-Effective
Amendment No. 45 to the Registration Statement of the T. Rowe Price New Asia
Fund on Form N-1A (File No. 2-65539) of our report dated November 17, 1993, on
our audit of the financial statements and financial highlights of the Fund,
which report is included in the Annual Report to Shareholders for the year
ended December 31, 1993 which is incorporated by reference in the Registration
Statement. We also consent to the reference to our Firm under the caption
"Financial Highlights" in the Prospectus and "Independent Accountants" in the
Statement of Additional Information.
/s/Coopers & Lybrand
COOPERS & LYBRAND
Baltimore, Maryland
February 25, 1994
PAGE 4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting parts of this Post-
Effective Amendment No. 45 to the Registration Statement on Form N-1A (the
"Registration Statement") of our report dated November 17, 1993, relating to
the financial statements and selected per share data and ratios appearing in
the October 31, 1993 Annual Report to Shareholders of the T. Rowe Price Japan
Fund, a series of the T. Rowe Price International Funds, Inc., which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the
Prospectus and under the heading "Independent Accountants" in the Statement of
Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
February 25, 1994
PAGE 5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting parts of this Post-
Effective Amendment No. 45 to the Registration Statement on Form N-1A (the
"Registration Statement") of our report dated November 17, 1993, relating to
the financial statements and selected per share data and ratios appearing in
the October 31, 1993 Annual Report to Shareholders of the T. Rowe Price
International Stock Fund, a series of the T. Rowe Price International Funds,
Inc., which is also incorporated by reference into the Registration Statement.
We also consent to the references to us under the heading "Financial
Highlights" in the Prospectus and under the heading "Independent Accountants"
in the Statement of Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
February 25, 1994
PAGE 6
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
T. Rowe Price International
Funds, Inc. and the Shareholders
of T. Rowe Price Global
Government Bond Fund
We consent to the incorporation by reference in this Post-Effective
Amendment No. 45 to the Registration Statement of the T. Rowe Price Global
Government Bond Fund on Form N-1A (File No. 2-65539) of our report dated
January 19, 1994, on our audit of the financial statements and financial
highlights of the Fund, which report is included in the Annual Report to
Shareholders for the year ended December 31, 1993 which is incorporated by
reference in the Registration Statement. We also consent to the reference to
our Firm under the caption "Financial Highlights" in the Prospectus and
"Independent Accountants" in the Statement of Additional Information.
/s/Coopers & Lybrand
COOPERS & LYBRAND
Baltimore, Maryland
February 25, 1994
PAGE 7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 45 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated January 19, 1994, relating to the financial
statements and selected per share data and ratios appearing in the December
31, 1993 Annual Report to Shareholders of the T. Rowe Price International Bond
Fund, a series of the T. Rowe Price International Funds, Inc., which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the
Prospectus and under the heading "Independent Accountants" in the Statement of
Additional Information.
/s/Price Waterhouse
PRICE WATERHOUSE
Baltimore, Maryland
February 25, 1994
PAGE 8
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
T. Rowe Price International
Funds, Inc. and the Shareholders
of T. Rowe Price Short-Term
Global Income Fund
We consent to the incorporation by reference in this Post-Effective
Amendment No. 45 to the Registration Statement of the T. Rowe Price Short-Term
Global Income Fund on Form N-1A (File No. 2-65539) of our report dated January
19, 1994, on our audit of the financial statements and financial highlights of
the Fund, which report is included in the Annual Report to Shareholders for
the year ended December 31, 1993 which is incorporated by reference in the
Registration Statement. We also consent to the reference to our Firm under
the caption "Financial Highlights" in the Prospectus and "Independent
Accountants" in the Statement of Additional Information.
/s/Coopers & Lybrand
COOPERS & LYBRAND
Baltimore, Maryland
February 25, 1994
PAGE 1
TOTAL RETURN PERFORMANCE
The total return performance of the Fund is measured by using an
index of adjusted net asset values that reflect both the assumed investment of
one share on the inception date of the Fund and the inclusion of shares
received from the reinvestment of all Fund distributions, capital gains and
income dividends, during the Fund's history.
As an example, the following index assumes an investment of one
share of the T. Rowe Price New Era Fund on January 20, 1969, its inception.
Each year, the dividends and capital gains per share were accumulated on the
shares held and were reinvested in additional fund shares at the Fund's actual
reinvestment price. Each year end, the investment was evaluated at the
reported net asset value of the Fund. These valuation points comprise the
performance index.
PAGE 2
Distributions
Per Share Reinvestment Cumulative Reported Index
(Div. & Cap. Share Price Share N.A.V. Total Valuation
Gains) Holding Per Share Holding Per Share Value Date
1.00000000 X $10.00 = $10.00000 1/20/69
1.00000000 X 9.73 = 9.73000 12/31/69
1970 ($0.16 X 1.00000000) / $ 9.35 = 0.01711230
1.01711230 X 9.49= 9.65240 12/31/70
1971 ( 0.16 X 1.01711230) / 9.95 = 0.01635557
1.03346787 X 10.33= 10.67572 12/31/71
1972 ( 0.16 X 1.03346787) / 10.54 = 0.01568832
1.04915619 X 12.27= 12.87315 12/31/72
1973 (0.243 X 1.04915619) / 11.84 = 0.02153251
1.07068870 X 11.79= 12.62342 12/31/73
1974 (0.2884 X 1.07068870) / 11.43 = 0.02701545
1.09770416 X 8.47= 9.29755 12/31/74
1975 (0.2855 X 1.09770416) / 8.48 = 0.03605690
1.13466106 X 9.94= 11.27853 12/31/75
1976 (0.2785 X 1.13466106) / 10.09 = 0.03131844
1.16597951 X 11.74= 13.68860 12/31/76
1977 (0.2745 X 1.16597951) / 11.20 = 0.02857691
1.19455641 X 11.00= 13.14012 12/31/77
1978 (0.57 X 1.19455641) / 10.13 = 0.06721591
1.26177232 X 11.66= 14.71227 12/31/78
1979 (0.768 X 1.26177232) / 11.18 = 0.08667631
1.34844863 X 17.45= 23.53043 12/31/79
1980 (0.8314 X 1.34844863) / 16.71 = 0.06709157
1.41554021 X 25.27= 35.77070 12/31/80
PAGE 3
Distributions
Per Share Reinvestment Cumulative Reported Index
(Div. & Cap. Share Price Share N.A.V. Total Valuation
Gains) Holding Per Share Holding Per Share Value Date
1981 ($2.1612 X 1.41554021)/$21.64 = 0.14137086
1.55691107 X 19.34 = 30.11066 12/31/81
1982 ( 3.9073 X 1.55691107)/ 14.15 = 0.42991651
1.98682758 X 15.53 = 30.85543 12/31/82
1983 ( 0.882 X 1.98682758) / 15.56 = 0.11262095
2.09944853 X 18.44 = 38.71383 12/31/83
1984 ( 1.90 X 2.09944853) / 16.89 = 0.23617242
2.33562095 X 17.13 = 40.00919 12/31/84
1985 ( 2.09 X 2.33562095) / 15.79 = 0.30914805
2.64476900 X 18.67 = 49.37784 12/31/85
1986 ( 1.35 X 2.64476900) / 17.74 = 0.20126483
2.84603383
1986 ( 2.40 X 2.84603383) / 18.03 = 0.37883978
3.22487361 X 17.76 = 57.27376 12/31/86
1987 ( 0.92 X 3.22487361) / 19.09 = 0.15541560
3.38028921
1987 ( 1.83 X 3.38028921) / 17.55 = 0.35247460
3.73276381 X 18.08 = 67.48837 12/31/87
Performance for any investment period is calculated as the
percentage difference between a beginning index value and an ending index
value. The ten-year performance from 12/31/77 to 12/31/87 for the New Era
Fund would be calculated as:
67.48837 - 1 X 100 = 413.61%
13.14012
The five-year performance from 12/31/82 to 12/31/87 would be
calculated as:
67.48837 - 1 X 100 = 118.72%
30.85543
The one-year performance from 12/31/86 to 12/31/87 would be
calculated as:
67.48837 - 1 X 100 = 17.83%
57.27376
