SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 66 *
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
on behalf of its
T. Rowe Price Japan Fund
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-345-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
Pursuant to Section 24f-2 of the Securities Act of 1933, the Registrant
has registered an indefinite number of securities and intends to file a
24f-2 Notice by December 31, 1996. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $0.01 Varying prices calculated
par value per share 784,892 as set forth in prospectus None *
The total number of shares redeemed during this fiscal year ended
October 31, 1996 amounted to 14,978,948 shares. Of this number of *
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 14,194,056 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 784,892 shares of the redeemed shares for the fiscal year ended *
October 31, 1996 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price International Funds, Inc., on
behalf of its T. Rowe Price Japan Fund, hereby
submits this Post-Effective Amendment No. 66 to its Registration Statement, *
Form N-1A (SEC File Number 2-65539), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
784,892 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated March 1, 1996 and to furnish the *
following:
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant), as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 66 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 18th day of December, 1996. *
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
on behalf of its
T. Rowe Price Japan Fund
/s/ 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 Chairman of the Board December 18, 1996 *
/s/ CARMEN F. DEYESU Treasurer December 18, 1996 *
/s/ ANTHONY W. DEERING Director December 18, 1996 *
/s/ DONALD W. DICK, JR. Director December 18, 1996 *
/s/ MARTIN G. WADE President & Director December 18, 1996 *
/s/ PAUL M. WYTHES Director December 18, 1996 *
Exhibit A
December 18, 1996
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
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"), is filing with the Securities and Exchange Commission
(the "Commission") on behalf of T. Rowe Price Japan Fund Post-Effective
Amendment No. 66 to its Registration Statement under the Securities Act of
1933 (the "Act") on Form N-1A (Securities Act File No. 02-65539) relating,
among other things, to the registration under the Act of 784,892 additional
shares of Capital Stock, par value ($.01) per share (the "additional shares"),
which are to be offered and sold by the Corporation in the manner and on the
terms set forth in the Prospectus current and effective under the Act at the
time of sale. All of the additional shares are previously outstanding shares
of Common Stock, par value ($.01) per share, of the Corporation which were
redeemed by the Corporation during the fiscal year ended October 31, 1996 but
have not previously been used by the Corporation for a reduction pursuant to
paragraph (a) of Rule 24e-2 under the Investment Company Act of 1940 (the
"1940 Act") during the current year or pursuant to paragraph (c) of Rule 24f-2
under the 1940 Act in all previous filings during the current fiscal year.
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the proposed issuance of the
additional shares. We have examined copies, either certified or otherwise
proven to our satisfaction to be genuine, of its Charter and By-Laws, as
currently in effect, and a certificate dated December 12, 1996 issued by the
Department of Assessments and Taxation of the State of Maryland, certifying
the existence and good standing of the Corporation. We have also reviewed the
Post-Effective Amendment No. 66 on Form N-1A being filed by the Corporation,
and are generally familiar with the corporate affairs of the Corporation.
Based upon the foregoing, it is our opinion that:
a. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
b. The Corporation is authorized to issue two billion
(2,000,000,000) shares of Capital Stock, par value ($.01)
per share. Under Maryland law, (i) the number of authorized
shares may be increased or decreased by action of the Board
of Directors and (ii) 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. Subject to the effectiveness under the Act of the
above-mentioned Post-Effective Amendment No. 66 upon
issuance of the additional shares within the limits
prescribed by the Charter of the Corporation for a
consideration of not less than the par value thereof, and
not less than the net asset value thereof, the additional
shares will be legally issued and outstanding and fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the above-mentioned
Post-Effective Amendment to the Registration Statement, the reference to our
firm as counsel in the prospectus of the Corporation, and to the filing of
this opinion as part of an application for registration of the Corporation,
its Capital Stock, or both, under the securities law of any state. In giving
this consent we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Act.
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 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,
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:JLS:KLJ:jlk
Exhibit B
December 18, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-65539
T. Rowe Price Japan Fund
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price Japan Fund
("Registrant") and, in this connection, have read and reviewed
Post-Effective Amendment No. 66 to the Registrant's Registration
Statement, Form N-1A (SEC File Number 2-65539).
In accordance with the provisions of paragraphs (b)(3) and (e) of
Rule 485 under the Securities Act of 1933, as amended, I hereby represent
that (i) no material event requiring disclosure in the Registrant's
Prospectus, other than the one listed in paragraph (b)(1) of Rule 485, has
occurred since the effective date of the Registrant's most recent
Post-Effective Amendment No. 65 and (ii) Post-Effective Amendment No. 66
does not contain any disclosures which would render such Amendment
ineligible to become effective pursuant to paragraph (b) of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000313212
<NAME> T. ROWE PRICE INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 7
<NAME> T. Rowe Price Japan Fund
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 185,060
<INVESTMENTS-AT-VALUE> 166,927
<RECEIVABLES> 1,040
<ASSETS-OTHER> 39
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<OTHER-ITEMS-LIABILITIES> 888
<TOTAL-LIABILITIES> 888
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</TABLE>
