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INTERNATIONAL STOCK FUND
REPLACEMENT PROXY CARD NOTIFICATION
THE PROXY CARD YOU JUST RECEIVED FOR THE INTERNATIONAL STOCK FUND
DID NOT PROVIDE A BOX FOR VOTING ON THE PROPOSAL TO AMEND THE
INVESTMENT OBJECTIVE TO CLARIFY THAT THE FUND SEEKS LONG-TERM
GROWTH OF CAPITAL. This proposal is shown as No. 4 in the Notice
of Meeting of Shareholders and is discussed in detail on page 20 of
the Proxy Statement.
Briefly, the proposal recommends changing the wording of the Fund's
investment objective to more precisely reflect the investment
approach which has been used in managing the Fund since its
inception in 1980. Currently, the Fund can invest solely for
capital appreciation, solely for income, or for a combination of
the two. In practice, management has invested in common stocks
primarily for growth of capital. Therefore, we believe the
proposed objective "to seek long-term growth of capital through
investments primarily in common stocks of established, non-U.S.
companies" is a more definitive expression of the basic philosophy
underlying the way the Fund has been, and will be, managed.
We apologize for any confusion the omission may have caused and for
any inconvenience to those of you who heeded our request that you
return your Proxy Card as soon as possible. If you have already
voted, please complete the enclosed blue Proxy Card in its entirety
and return it in the postage paid envelope which is also enclosed.
The votes on the blue card will replace those on the card you have
sent us. You will find Proposal No. 4 as it appears in the Proxy
Statement on the reverse side of this letter. However, if you
would like another complete Proxy Statement, call 1-800-225-5132.
If you have not yet voted, please take a moment now to complete the
blue Proxy Card and send it to us.
This omission applies only to the International Stock Fund. If you
own other T. Rowe Price funds, please vote the Proxy Card you
received initially.
Thank you for your cooperation and understanding.
March 11, 1994
T. ROWE PRICE (LOGO)
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PAGE 2
Excerpt from Page 20 of the International Stock Fund's Proxy
Statement
4. SIMPLIFY INVESTMENT OBJECTIVE OF THE FUND
Although the Fund's investment program gives it the right to
invest solely for capital appreciation or solely for income or any
combination of both, the Fund's practice has been to invest in
common stocks primarily for growth of capital. As a result, income
has not been a significant part of the Fund's total return. The
Directors of the Corporation, on behalf of the Fund, therefore,
believe it is appropriate to restate the Fund's objective to
reflect this fact by removing income as an objective of the Fund.
If the proposal is adopted, the Fund would still be able to
purchase stocks for their current income but such investments would
be expected to be incidental to the Fund's primary investment
program over the long term.
As currently stated, the objective is to seek a total return
of its assets from long-term growth of capital and income,
principally through investments in common stocks of established,
non-U.S. companies. In pursuit of this objective, the Fund may
invest solely for capital appreciation or solely for income or any
combination of both for the purpose of achieving a higher overall
return.
Under this proposal, the Fund's objective would be to seek
long-term growth of capital through investments primarily in common
stocks of established, non-U.S. companies.
Again, the proposed change will not result in a change in the
Fund's investment program or management practices.
The Board of Directors recommends that shareholders vote FOR
the proposal to clarify the Fund's investment objective.
