SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 68 *
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
on behalf of its
T. Rowe Price International 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 28, 1997. *
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 4,394,282 as set forth in prospectus None *
*The total number of shares redeemed during this fiscal year ended
December 31, 1996 amounted to 35,746,453 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 31,352,171 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 4,394,282 shares of the redeemed shares for the fiscal year ended *
December 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 International Bond Fund, hereby
submits this Post-Effective Amendment No. 68 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
4,394,282 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated May 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. 68 *
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 21st day of February, 1997. *
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
on behalf of its
T. Rowe Price International 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 21, 1997 *
/s/ CARMEN F. DEYESU Treasurer February 21, 1997 *
/s/ ANTHONY W. DEERING Director February 21, 1997 *
/s/ DONALD W. DICK, JR. Director February 21, 1997 *
/s/ MARTIN G. WADE President & Director February 21, 1997 *
/s/ PAUL M. WYTHES Director February 21, 1997 *
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 891-9396
February 21, 1997
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 International
Bond Fund Post-Effective Amendment No. 68 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 4,394,282 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
Capital Stock, par value ($.01) per share, of the
Corporation which were redeemed by the Corporation
during the fiscal year ended December 31, 1996 but
have not previously been used by the Corporation for a
reduction pursuant to paragraph (a) of Rule 24e-2
under the Investment Company Act of 1940 (the "1940
Act") during the current year or pursuant to paragraph
(c) of Rule 24f-2 under the 1940 Act in all previous
filings during the current fiscal year.
We have, as counsel, participated in various
corporate and other proceedings relating to the
Corporation and to the proposed issuance of the
additional shares. We have examined copies, either
certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently
in effect, and a certificate dated February 5, 1997
issued by the Department of Assessments and Taxation
of the State of Maryland, certifying the existence and
good standing of the Corporation. We have also
reviewed the Post-Effective Amendment No. 68 on
Form N-1A being filed by the Corporation, and are
generally familiar with the corporate affairs of the
Corporation.
Based upon the foregoing, it is our opinion
that:
a. The Corporation has been duly organized and
is legally existing under the laws of the State of
Maryland.
b. The Corporation is authorized to issue one
billion (1,000,000,000) shares of Common Stock, par
value ($.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. Subject to the effectiveness under the Act
of the above-mentioned Post-Effective Amendment No. 68
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:MKN:JLS:jlk
Exhibit B
February 21, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-65539
T. Rowe Price International Bond Fund
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on various matters
involving the T. Rowe Price International Bond Fund ("Registrant") and, in
this connection, have read and reviewed Post-Effective Amendment No. 68 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. 67
and (ii) Post-Effective Amendment No. 68 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> 2
<NAME> T. ROWE PRICE INTERNATIONAL BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1,041,307
<INVESTMENTS-AT-VALUE> 1,056,635
<RECEIVABLES> 23,380
<ASSETS-OTHER> 21,521
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,101,536
<PAYABLE-FOR-SECURITIES> 119,047
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,035
<TOTAL-LIABILITIES> 132,083
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 944,306
<SHARES-COMMON-STOCK> 92,705
<SHARES-COMMON-PRIOR> 97,100
<ACCUMULATED-NII-CURRENT> 5,062
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,967
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10,119
<NET-ASSETS> 969,454
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 67,387
<OTHER-INCOME> 0
<EXPENSES-NET> 8,729
<NET-INVESTMENT-INCOME> 58,658
<REALIZED-GAINS-CURRENT> 38,616
<APPREC-INCREASE-CURRENT> (30,516)
<NET-CHANGE-FROM-OPS> 66,758
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (58,657)
<DISTRIBUTIONS-OF-GAINS> (10,093)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,930
<NUMBER-OF-SHARES-REDEEMED> (35,746)
<SHARES-REINVESTED> 5,422
<NET-CHANGE-IN-ASSETS> (46,212)
<ACCUMULATED-NII-PRIOR> 5
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (18)
<GROSS-ADVISORY-FEES> 6,824
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,729
<AVERAGE-NET-ASSETS> 1,000,978
<PER-SHARE-NAV-BEGIN> 10.46
<PER-SHARE-NII> 0.60
<PER-SHARE-GAIN-APPREC> 0.11
<PER-SHARE-DIVIDEND> (0.60)
<PER-SHARE-DISTRIBUTIONS> (0.11)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.46
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
