SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 61 *
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
on behalf of its
T. Rowe Price Global Government Bond Fund
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
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 February 29, 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 1,211,274 as set forth in prospectus None *
Capital Stock of $0.01
par value per share 28,376 $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $10.22 per share, equal to the net asset *
value as of the close of business on February 12, 1996 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
December 31, 1995 amounted to 1,861,969 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 650,695 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 1,211,274 shares of the redeemed shares for the fiscal year ended *
December 31, 1995 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 Global Government Bond Fund, hereby
submits this Post-Effective Amendment No. 61 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
1,239,650 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated May 1, 1995 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. 61 *
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 23rd day of February, 1996. *
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
on behalf of its
T. Rowe Price Global Government Bond 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 February 23, 1996 *
/s/ CARMEN F. DEYESU Treasurer February 23, 1996 *
/s/ LEO C. BAILEY Director February 23, 1996 *
/s/ ANTHONY W. DEERING Director February 23, 1996 *
/s/ DONALD W. DICK, JR. Director February 23, 1996 *
/s/ ADDISON LANIER Director February 23, 1996 *
/s/ MARTIN G. WADE President & Director February 23, 1996 *
Exhibit A
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
February 26, 1996
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 Short-Term Global Government Bond
Fund Post-Effective Amendment No. 61 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
1,239,650 additional shares of Capital Stock, par value one cent ($0.01) 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. 1,211,274 of the additional
shares are previously outstanding shares of Capital Stock, par value one cent
($0.01) per share, of the Corporation which were redeemed by the Corporation
during the fiscal year ended December 31, 1995 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
fiscal 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 of recent date 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. 61 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:
1. The Corporation has been duly organized and is legally existing under
the laws of the State of Maryland.
2. The Corporation is authorized to issue two billion (2,000,000,000)
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.
3. Subject to the effectiveness under the Act of the above-mentioned
Post-Effective Amendment No. 61 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,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
Exhibit B
February 23, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-65539
T. Rowe Price Global Government Bond Fund
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on various matters
involving the T. Rowe Price Global Government Bond Fund ("Registrant") and, in
this connection, have read and reviewed Post-Effective Amendment No. 61 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. 60
and (ii) Post-Effective Amendment No. 61 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> 6
<NAME> T. ROWE PRICE GLOBAL GOVERNMENT BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 27,426
<INVESTMENTS-AT-VALUE> 28,674
<RECEIVABLES> 2,044
<ASSETS-OTHER> 792
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31,510
<PAYABLE-FOR-SECURITIES> 3,001
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 302
<TOTAL-LIABILITIES> 3,303
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,712
<SHARES-COMMON-STOCK> 2,750
<SHARES-COMMON-PRIOR> 3,961
<ACCUMULATED-NII-CURRENT> 37
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 769
<ACCUM-APPREC-OR-DEPREC> 1,227
<NET-ASSETS> 28,207
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,246
<OTHER-INCOME> 0
<EXPENSES-NET> 370
<NET-INVESTMENT-INCOME> 1,876
<REALIZED-GAINS-CURRENT> 1,122
<APPREC-INCREASE-CURRENT> 2,299
<NET-CHANGE-FROM-OPS> 5,297
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,866
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 512
<NUMBER-OF-SHARES-REDEEMED> 1,862
<SHARES-REINVESTED> 1,391
<NET-CHANGE-IN-ASSETS> (8,309)
<ACCUMULATED-NII-PRIOR> 169
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 2,407
<GROSS-ADVISORY-FEES> 60
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 370
<AVERAGE-NET-ASSETS> 30,855
<PER-SHARE-NAV-BEGIN> 9.22
<PER-SHARE-NII> .59
<PER-SHARE-GAIN-APPREC> 1.04
<PER-SHARE-DIVIDEND> .59
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.26
<EXPENSE-RATIO> 1.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
