February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
T. Rowe Price International Funds, Inc.
T. Rowe Price International Bond Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Emerging Markets Bond Fund
100 East Pratt Street
Baltimore, Maryland 21202
File Number 2-65539
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
International Funds, Inc. hereby files its Rule 24f-2 Notice on behalf of its
T. Rowe Price International Bond Fund ("Bond Fund"), T. Rowe Price Global
Government Bond Fund ("Global Government Bond Fund"), T. Rowe Price Short-Term
Global Income Fund ("Short-Term Global Fund") and T. Rowe Price Emerging
Markets Bond Fund ("Emerging Markets Bond Fund").
This "Rule 24f-2 Notice" is being filed for the Fiscal Year ended
December 31, 1994 for the Bond, Global Government Bond and Short-Term Global
Funds and for the Fiscal Year beginning December 29, 1994 and ending December
31, 1994 for the Emerging Market Bond Fund.
No shares of common stock of the Bond Fund, which have been registered
under the Securities Act of 1933 (other than pursuant to Rule 24f-2), remained
unsold at the beginning of the Fiscal Year.
971,387 shares of common stock of the Global Government Bond Fund, which
have been registered under the Securities Act of 1933 (other than pursuant to
Rule 24f-2), remained unsold at the beginning of the Fiscal Year.
37,991,492, 1,707,674, 12,426,773 and 200,000 shares of common stock of
the Bond, Global Government Bond, Short-Term Global and Emerging Markets Bond
Funds, respectively, were sold during the Fiscal Year.
All 37,991,492, 1,707,674, 12,426,773 and 200,000 shares of common stock
of the Bond, Global Government Bond, Short-Term Global and Emerging Markets
Bond Funds, respectively, were sold during the Fiscal Year in reliance upon
the Declaration of an indefinite amount of securities under Rule 24f-2 ("24f-2
Declaration").
<PAGE>
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion
of counsel indicating that the securities, the registration of which the
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.
In accordance with subsection (c) of Rule 24f-2, the registration fees in
the amounts of $5,556.36 and $689.66 for the Bond and Emerging Markets Bond
Funds, respectively, have been forwarded to Mellon Bank, Pittsburgh,
Pennsylvania. No fee is due for the Global Government Bond and Short-Term
Global Funds. The fee computations are based upon the actual aggregate sale
price for which such securities were sold during the Fiscal Year, reduced by
the difference between:
(1) The actual aggregate redemption price of the shares
redeemed by the Fund during the Fiscal Year, and
(2) The actual aggregate redemption price of such
redeemed shares previously applied by the Fund
pursuant to Rule 24e-2(a) in filings made pursuant
to Section 24(e)(1) of the Investment Company Act of
1940.
Bond Global Gov't
Fund Bond Fund
Aggregate Sale Price
for Shares Sold
During Fiscal Year
in Reliance Upon
the 24f-2 Declaration $376,285,922 $ 16,506,530
Reduced by the
Difference Between
(1) Aggregate Redemption
Price of Shares
Redeemed During
the Fiscal Year $360,172,588 $ 26,635,919
and,
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to
Rule 24e-2(a) Filings
Made Pursuant to Section
24(e)(1) of Investment
Company Act of 1940 $ - 0 - $ - 0 -
Equals $ 16,113,334 ($10,129,389)
<PAGE>
Short-Term Emerging
Global Markets
Income Fund Bond Fund
Aggregate Sale Price
for Shares Sold
During Fiscal Year
in Reliance Upon
the 24f-2 Declaration $ 58,078,989 $ 2,000,000
Reduced by the
Difference Between
(1) Aggregate Redemption
Price of Shares
Redeemed During
the Fiscal Year $ 95,020,641 $ - 0 -
and,
(2) Aggregate Redemption
Price of Redeemed Shares
Previously Applied by
Fund Pursuant to
Rule 24e-2(a) Filings
Made Pursuant to Section
24(e)(1) of Investment
Company Act of 1940 $ - 0 - $ - 0 -
Equals ($ 36,941,652) $ 2,000,000
Any questions regarding the matter should be addressed to Henry H.
Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
February 24, 1995
T. Rowe Price International Funds, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price International Funds, Inc., a Maryland corporation
(the "Corporation"), on behalf of its designated series, T. Rowe Price
International Bond Fund (the "Bond Fund"), T. Rowe Price Global Government
Bond Fund (the "Global Government Bond Fund") T. Rowe Price Short-Term Global
Income Fund (the "Short-Term Global Income Fund") and T. Rowe Price Emerging
Markets Bond Fund ("Emerging Markets Bond Fund") is filing with the Securities
and Exchange Commission a Rule 24f-2 Notice containing the information
specified in paragraph (b)(1) of Rule 24f-2 under the Investment Company Act
of 1940 (the "Rule"). The effect of the Rule 24f-2 Notice, when accompanied
by this Opinion and by the filing fee, if any, payable as prescribed by
paragraph (c) of the Rule will be to make definite in number the number of
shares sold by the Bond Fund, the Global Government Bond Fund and the Short-
Term Global Income Fund during the fiscal year ended December 31, 1994 and the
number of shares sold by the Emerging Markets Bond Fund for the fiscal period
beginning December 29, 1994 and ending December 31, 1994 in reliance upon the
Rule (the "Rule 24f-2 Shares").
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in effect, and a
certificate dated February 16, 1995 issued by the Department of Assessments
and Taxation of the State of Maryland, certifying the existence and good
standing of the Corporation. We have also reviewed the Corporation's
Registration Statement on Form N-1A and the form of the Rule 24f-2 Notice
being filed by the Corporation. We are generally familiar with the corporate
affairs of the Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were sold
in the manner contemplated by the prospectus that was current and effective
under the Securities Act of 1933 at the time of sale, and that the Rule 24f-2
Shares were sold in numbers within the limits prescribed by the Charter of the
Corporation and that the Corporation received with respect to the Rule 24f-2
Shares consideration in an amount of not less than the par value thereof as
required by the laws of Maryland and not less than the net asset value thereof
as required by the Investment Company Act of 1940.
<PAGE>
Based upon the foregoing, it is our opinion that:
A. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
B. The Corporation is authorized to issue one billion
(1,000,000,000) shares of capital stock, par value one cent ($0.01) per share.
Under Maryland law (a) the number of authorized shares may be increased or
decreased by action of the Board of Directors and (b) shares which were issued
and which have subsequently been redeemed by the Corporation are by virtue of
such redemption, restored to the status of authorized and unissued shares.
C. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this Opinion under the securities laws of
any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of the State of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of the State of Maryland
and, where applicable, published cases, rules or regulations of regulatory
bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman
