EXHIBIT A-1
T. ROWE PRICE FUNDS
RULE 10f-3 COMPLIANCE REPORT OF PROPOSED
PURCHASE(S) OF SECURITIES
FROM UNDERWRITING SYNDICATES AFFILIATED WITH
ROBERT FLEMING
1. Name of Issuer: China Unicom Limited
2. Description of Securities: Ordinary Shares
3. Date of Purchase: 16 June 2000
4. Name of Selling Syndicate Member:
Morgan Stanley
5. Other Members of Syndicate: China
International Capital, BOCI Asia,
Deutsche Bank, ING Barings
6. Nature of Underwriting: /X / Competitive
Bidding / / Negotiated
Purchase
7. Public Offering Price Per Unit: HK$ 15.58
8. Underwriting Compensation: 2.475% (HK$ 0.386
per share)
9. Proposed Purchase(s) for Fund:
Total Offering
Amount to be Purchased by
Fund
Fund Purchase as % of Total
Offering
2,336,170,000
FEF
5,158,000
0.22%
EMSF
666,000
0.03%
GSF
86,000
0.004%
ISF
17,190,000
0.74%
RISP
1,040,000
0.04%
10. Total Assets of Fund
(at June 30, 2000):
US$
FEF
3,651,257,638
EMSF
12,061,711,396
GSF
192,282,850
ISF
113,902,754
RISP
754,718,537
10. Compliance with Rule 10f-3 and Written
Procedures: Rowe Price-Fleming
International hereby represents and warrants,
as follows:
Condition 1:* The
securities to be purchased by the
Fund:
? Are registered under the Securities Act of
1933;
? Are part of an Eligible Foreign Offering
conducted under the laws of a country
other
than the United States that meets the following
conditions:
the offering is subject to regulation by a
"foreign financial regulatory
authority," as
defined in Section 2(a)(50) of the Act in such
country:
the securities are offered at a fixed price to
all purchasers in the offering
except for
any rights to purchase securities that are
required by law to be granted to
existing
security holders of the issuer);
financial statements, prepared and audited in
accordance with standards
required or
permitted by the appropriate foreign financial
regulatory authority in such
country,
for the two years prior to the offering, are
made available to the public and
prospective purchasers in connection with the
offering; and
if the issuer is a domestic issuer, it meets
the following conditions:
it has a class of securities registered
pursuant to section 12(b) or 12(g) of
the
Securities Exchange Act of 1934 or is required
to file reports pursuant to
section
15(d) of such act; and
it has filed all the material required to be
filed pursuant to section 13(a) or
15(d) of
the 1934 Act for a period of at least 12 months
immediately preceding the sale
of
securities made in reliance upon this (or for
such shorter period that the
issuer was
required to file such material); or
? Are part of an Eligible Rule 144A Offering
that meets the following
conditions:
the securities are offered or sold in
transactions exempt from registration
under
section 4(2) of the Securities Act of 1933,
Rule 144A thereunder, or rules 501-
508
thereunder;
the securities are sold to persons that the
seller and any person acting on
behalf of the
seller reasonably believe to include qualified
institutional buyers, as defined
in Rule
144A(a)(1);
the seller and any person acting on behalf of
the seller reasonably believe that
the
securities are eligible for resale to other
qualified institutional buyers
pursuant to
Rule 144A.
Condition 2: ?The
securities will be purchased by
the Fund at not more than the public offering
price
prior to the end of the first full business day
on which the offering is made;
or
? The securities are part of a rights offering
and will be purchased on or
before the
fourth day preceding the day on which the
rights offering terminated.
Condition 3: ?The
securities are part of an issue
to be offered to the public in a firm
commitment
underwriting or pursuant to other underwriting
arrangements specific to a
particular
country, the practical realities of which are
effectively the equivalent of a
firm
commitment offering.
Condition 4: ?The
underwriting compensation to be
paid is reasonable and fair, as evidenced by
the
fact that the spread is reasonable in
comparison to the spreads in the following
two
underwritten offerings:
Issuer
Description of Securities
Managing Underwriter
Date
Spread
World Online Intl
Ordinary Shares
Goldman Sachs
16/03/00
3.00%
Trader.Com
Ordinary Shares
CSFB
30/03/00
5.20%
The Securities issued in such offerings were
similar to those proposed for
purchase by the
Fund and the period during which each such
offering was made is comparable to
the
present in terms of factors affecting
underwriting compensation.
Condition 5: ?The
issuer of the securities has been
in continuous operations for three years or
longer.
Condition 6: ?The
principal amount of securities of
any class of such issue to be purchased by the
Fund (including all other Price Funds) does not
exceed 25% of the total
principal amount
of the offering.
Condition 7: ?The
purchase(s) proposed for the Fund
will not be directly or indirectly made from
any
of the persons named in condition 8 of the
Procedures.
ROWE PRICE-FLEMING INTERNATIONAL, INC.
By: _______________________________________
Title:
_______________________________________
Dated: _____________________, 2000
* Numbers refer to Written
Procedures.
