<PAGE>
PROSPECTUS
March 1, 2000
T. ROWE PRICE
International Funds--EquityPortfolios
A choice of global, international, and regional stock funds for investors
seeking long-term capital growth by diversifying beyond U.S. borders.
(T. ROWE PRICE RAM LOGO)
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>
T. Rowe Price International Funds, Inc.
T. Rowe Price International Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
Prospectus
March 1, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABOUT THE FUNDS
1
Objective, Strategy, Risks, and Expenses 1
-----------------------------------------------
Other Information About the Funds 1
3
-----------------------------------------------
ABOUT YOUR ACCOUNT
2
Pricing Shares and Receiving 1
Sale Proceeds 5
-----------------------------------------------
Distributions and Taxes 1
7
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Transaction Procedures and 2
Special Requirements 0
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MORE ABOUT THE FUNDS
3
Organization and Management 2
3
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Understanding Performance Information 2
6
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Investment Policies and Practices 2
7
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Financial Highlights 3
3
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INVESTING WITH T. ROWE PRICE
4
Account Requirements 3
and Transaction Information 7
-----------------------------------------------
Opening a New Account 3
7
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Purchasing Additional Shares 39
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Exchanging and Redeeming 39
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Rights Reserved by the Funds 4
1
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Information About Your 4
Services 2
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T. Rowe Price 4
Brokerage 4
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Investment Information 4
5
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</TABLE>
Rowe Price-Fleming International, Inc. ("Price-Fleming"), the investment
manager, was founded in 1979 as a joint venture between T. Rowe Price
Associates, Inc. and Robert Fleming Holdings, Ltd. As of December 31, 1999,
Price-Fleming managed $42.6 billion in foreign stocks and bonds through its
offices in Baltimore, London, Tokyo, Singapore, Hong Kong, Buenos Aires, and
Paris.
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other government agency, and are subject to investment risks, including
possible loss of the principal amount invested.
<PAGE>
ABOUT THE FUNDS
OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
----------------------------------------------------------
To help you decide whether any of T. Rowe Price's international equity funds
are appropriate for you, this section reviews each fund's investment
objective, strategy, and potential risks.
What are each fund's objectives and principal investment strategies?
Worldwide funds:
International Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of established, non-U.S. companies.
Strategy: We expect to invest substantially all of the fund's assets outside
the U.S. and to diversify broadly among developed and emerging countries
throughout the world. Stock selection reflects a growth style. We may
purchase the stocks of companies of any size, but our focus will typically be
on large and, to a lesser extent, medium-sized companies.
Growth Investing
Selection of common stocks reflects a growth style. Price-Fleming employs
in-depth fundamental research in an effort to identify companies capable of
achieving and sustaining above-average, long-term earnings growth. We seek
to purchase such stocks at reasonable prices in relation to present or
anticipated earnings, cash flow, or book value, and valuation factors often
influence our allocations among large-, mid-, or small-cap shares.
While we invest with an awareness of the global economic backdrop and our
outlook for individual countries, bottom-up stock selection is the focus of
our decision-making. Country allocation is driven largely by stock
selection, though we may limit investments in markets that appear to have
poor overall prospects.
In selecting stocks, we generally favor companies with one or more of the
following characteristics:
. leading market position;
. attractive business niche;
. strong franchise or natural monopoly;
. technological leadership or proprietary advantages;
. seasoned management;
. earnings growth and cash flow sufficient to support growing dividends;
and
. healthy balance sheet with relatively low debt.
<PAGE>
T. ROWE PRICE
International Growth & Income Fund
Objective: The fund seeks long-term growth of capital and reasonable income
through investments primarily in the common stocks of well-established,
dividend-paying non-U.S. companies.
Strategy: We expect to invest substantially all of the fund's assets outside
the U.S. and to diversify broadly, primarily among the world's developed
countries. The fund will invest primarily (at least 65% of total assets) in
the stocks of dividend-paying large, well-established companies that have
favorable prospects for capital appreciation, as determined by Price-Fleming.
Investments in emerging markets will be modest and limited to more mature
developing countries.
In selecting common stocks, we combine proprietary quantitative analysis with
bottom-up research and a global, regional, and country outlook. Our investing
style reflects both a growth and a value orientation, although in general we
place less emphasis on above-average earnings growth and more on "value"
characteristics such as above-average dividend yields or below-average
price/earnings or price/book value ratios. Valuation factors often influence
our allocations among large-, mid-, or small-cap shares. Country allocation
is driven largely by stock selection, though we may limit investments in
markets that appear to have poor overall prospects.
Global Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of established companies throughout the world,
including the U.S.
Strategy: We will diversify broadly by investing in a variety of industries
in developed and, to a lesser extent, emerging markets. Normally, the fund
will invest in at least five countries, one of which will be the U.S. The
stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) While we can purchase stocks without regard to a
company's market capitalization (shares outstanding multiplied by share
price), investments will generally be in large and, to a lesser extent,
medium-sized companies. The percentage of assets invested in U.S. and foreign
stocks will vary over time according to the manager's outlook.
International Discovery Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of rapidly growing, small to medium-sized
companies outside the U.S.
Strategy: We expect to invest substantially all of the fund's assets outside
the U.S. and to diversify broadly among developed and emerging countries
throughout the world. Stock selection reflects a growth style. (See Growth
Investing under International Stock Fund.) The fund will emphasize small to
medium-sized companies. Depending on conditions, the fund's portfolio should
be composed of at least 10 countries and 100 different companies.
<PAGE>
ABOUT THE FUNDS
Emerging Markets Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of companies located (or with primary
operations) in emerging markets.
Strategy: Normally, the fund expects to invest substantially all of its
assets across emerging markets in Latin America, Asia, Europe, Africa, and
the Middle East. Stock selection reflects a growth style. (See Growth
Investing under International Stock Fund.) An emerging market includes any
country defined as emerging or developing by the International Bank for
Reconstruction and Development (World Bank), the International Finance
Corporation, or the United Nations.
Countries in which the fund may invest are listed below and others will be
added as opportunities develop:
. Asia: China, Hong Kong, Indonesia, India, Korea, Malaysia, Pakistan,
Philippines, Singapore, Sri Lanka, Taiwan, Thailand, and Vietnam.
. Latin America: Argentina, Belize, Brazil, Chile, Colombia, Mexico, Panama,
Peru, and Venezuela.
. Europe: Croatia, Czech Republic, Estonia, Greece, Hungary, Latvia,
Lithuania, Poland, Romania, Russia, Slovakia, Slovenia, and Turkey.
. Africa and the Middle East: Botswana, Egypt, Israel, Jordan, Mauritius,
Morocco, Nigeria, South Africa, Tunisia, and Zimbabwe.
Regional or country funds:
European Stock Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of European companies. Current income is a
secondary objective.
Strategy: Normally, at least five countries will be represented in the
portfolio. The fund expects to invest substantially all of its assets in the
countries listed below, as well as others as their markets develop:
. Primary Emphasis: Austria, Denmark, Finland, France, Germany, Ireland,
Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland,
and United Kingdom.
. Others: Belgium, Czech Republic, Greece, Hungary, Israel, Poland, and
Turkey.
Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) We also seek to take advantage of opportunities
arising from such trends as privatization, the reduction of trade barriers,
progress toward economic and monetary union, and the potential growth of the
emerging economies of Eastern Europe.
<PAGE>
T. ROWE PRICE
Japan Fund
Objective: The fund seeks long-term growth of capital through investments in
common stocks of companies located (or with primary operations) in Japan.
Strategy: Normally, the fund expects to invest substantially all of its
assets across a wide range of Japanese industries and companies. Stock
selection reflects a growth style. (See Growth Investing under International
Stock Fund.)
Note: For special pricing and transaction information about the Japan Fund,
please see Pricing Shares and Receiving Sale Proceeds in Section 2.
Latin America Fund
Objective: The fund seeks long-term growth of capital through investments
primarily in the common stocks of companies located (or with primary
operations) in Latin America.
Strategy: Normally, we expect to invest substantially all of the fund's
assets in Latin American companies. At least four countries should be
represented at any time. Investments may be made in the countries below, as
well as others as their markets develop:
. Primary Emphasis: Mexico, Brazil, Chile, Argentina, Venezuela, and Peru.
. Others: Belize, Colombia, Ecuador, and Guatemala.
Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) We may make substantial investments (at times more
than 25% of total assets) in the telephone companies of various Latin
American countries. These utilities play a critical role in a country's
economic development. The fund is registered as "nondiversified," meaning it
may invest a greater portion of assets in a single company and own more of
the company's voting securities than is permissible for a "diversified" fund.
In some markets, such as Brazil, the fund may purchase preferred stock
because of its liquidity advantage over common stock.
New Asia Fund
Objective: The fund seeks long-term growth of capital through investments in
companies located (or with primary operations) in Asia (excluding Japan).
Strategy: Normally, the fund expects to invest substantially all of its
assets in the countries listed below, as well as others as their markets
develop:
. Primary Emphasis: China, Hong Kong, Indonesia, India, Malaysia,
Philippines, Singapore, South Korea, Taiwan, and Thailand.
. Others: Pakistan and Vietnam.
Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.)
<PAGE>
ABOUT THE FUNDS
<TABLE>
Table 1 International Funds Comparison Guide
<CAPTION>
Expected risk
Geographic Company relative to
Fund focus emphasis one another
-----
<S> <C> <C> <C> <S>
International Stock Worldwide Large, Moderate
(excluding U.S.) well established
--------------------------------------------------------------
International Growth Worldwide Large, Moderate
& Income (excluding U.S.) well established
--------------------------------------------------------------
Global Stock Worldwide Large, Lower
(including U.S.) well established
--------------------------------------------------------------
International Worldwide Small to Higher
Discovery (excluding U.S.) medium-sized
--------------------------------------------------------------
Emerging Markets Worldwide All sizes Highest
Stock (excluding U.S.)
--------------------------------------------------------------
European Stock Europe All sizes Moderate
(including Eastern Europe)
--------------------------------------------------------------
Japan Japan All sizes Higher
--------------------------------------------------------------
Latin America Latin America All sizes Highest
--------------------------------------------------------------
New Asia Far East and Pacific Basin All sizes Highest
(excluding Japan)
-------------------------------------------------------------------------------------------
</TABLE>
Normally, each fund (other than Latin America) invests primarily (at least
65% of total assets) in common stocks. Normally, the Latin America Fund will
invest at least 65% of its total assets in equity securities, with a majority
in common stocks. To a lesser extent, the funds may also purchase other
securities, including futures and options, in keeping with each fund's
objectives.
Each fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.
What are the main risks of investing in the funds?
As with all stock funds, each fund's share price can fall because of weakness
in one or more of its primary equity markets, a particular industry, or
specific holdings. Stock markets can decline for many reasons, including
adverse political or economic developments, changes in investor psychology,
or heavy institutional selling. The prospects for an industry or company may
deteriorate because of a variety of factors, including disappointing earnings
or changes in the competitive environment. In addition, our assessment of
companies held in a fund may prove incorrect, resulting in losses or poor
performance even in rising markets.
The risk profile of the funds varies with the investment style they pursue,
their geographic focus, and whether they invest in developed markets,
emerging markets, or both. Even investments in countries with highly
developed economies are subject to significant risks. For example, Japanese
stocks were in a steep decline for much of the 1990s.
Funds that invest overseas generally carry more risk than funds that invest
strictly in U.S. assets. Some particular risks affecting these funds include
the following:
<PAGE>
T. ROWE PRICE
. Currency risk This refers to a decline in the value of a foreign currency
versus the U.S. dollar, which reduces the dollar value of securities
denominated in that currency. The overall impact on a fund's holdings can be
significant and long-lasting depending on the currencies represented in the
portfolio, how each one appreciates or depreciates in relation to the U.S.
dollar, and whether currency positions are hedged. Under normal conditions,
the funds do not engage in extensive foreign currency hedging programs.
Further, exchange rate movements are unpredictable and it is not possible to
effectively hedge the currency risks of many developing countries.
. Geographic risk (Japan and regional funds) Funds that are less diversified
across geographic regions, countries, industries, or individual companies are
generally riskier than more diversified funds. Thus, for example, investors
in the Japan Fund are fully exposed to that country's economic cycles, stock
market valuations, and currency exchange rates, which could increase its
risks compared with a more diversified fund. In addition, investors in Japan
should be aware of specific problems, including tax laws that discourage
consumer spending and dampen growth, deflation, a banking system burdened
with bad loans, and the government's unsatisfactory progress on effecting
credible solutions to these problems. And, there is additional risk with the
nondiversified Latin America Fund, because it can invest more of its assets
in a smaller number of companies and may invest significantly in telephone
companies. The economies and financial markets of certain regions - such as
Latin America and Asia -can be highly interdependent and may decline all at
the same time.
. Emerging market risk (Emerging Markets Stock, Latin America, New Asia; other
funds to a lesser degree, except Japan) Investments in emerging markets are
subject to abrupt and severe price declines. The economic and political
structures of developing nations, in most cases, do not compare favorably
with the U.S. or other developed countries in terms of wealth and stability,
and their financial markets often lack liquidity. These economies may rely
heavily on particular industries and be more vulnerable to the ebb and flow
of international trade, trade barriers, and other protectionist or
retaliatory measures. Some countries have legacies of hyperinflation and
currency devaluations, particularly Russia, many Latin American nations, and
more recently, several Asian countries. Investments in countries or regions
that have recently begun moving away from central planning and state-owned
industries toward free markets should be regarded as speculative. While some
countries have made progress in economic growth, liberalization, fiscal
discipline, and political and social stability, there is no assurance these
trends will continue. Some countries have histories of instability and
upheaval that could cause their governments to act in a detrimental or
hostile manner toward private enterprise or foreign investment. Significant
external risks currently affect some emerging countries.
Governments in many emerging market countries participate to a significant
degree in their economies and securities markets. The volatility of emerging
markets may be heightened by the actions of a few major investors. For
example, substantial increases or decreases in cash flows of mutual funds
investing in these
<PAGE>
ABOUT THE FUNDS
markets could significantly affect local stock prices and, therefore, fund
share prices. These factors make investing in such countries significantly
riskier than in other countries and any one of them could cause a fund's
share price to decline.
. Other risks of foreign investing Other risks result from the varying stages
of economic and political development, the differing regulatory environments,
trading days, and accounting standards, and higher transaction costs of
non-U.S. markets. Investments outside the United States could be subject to
actions such as capital or currency controls, nationalizing a company or
industry, expropriating assets, or imposing punitive taxes which would have
an adverse effect on the fund.
. While certain countries have made progress in economic growth,
liberalization, fiscal discipline, and political and social stability, there
is no assurance these trends will continue.
. Small and medium-sized company risk (International Discovery; others to a
lesser degree) To the extent each fund invests in small- and
mid-capitalization stocks, it is likely to be more volatile than a fund that
invests only in large companies. Small and medium-sized companies are
generally riskier because they may have limited product lines, capital, and
managerial resources. Their securities may trade less frequently and with
greater price swings.
. Futures/options risk To the extent each fund uses futures and options, it
is exposed to additional volatility and potential losses.
As with any mutual fund, there can be no guarantee the funds will achieve
their objectives.
. Each fund's share price may decline, so when you sell your shares, you may
lose money.
How can I tell which fund is most appropriate for me?
Consider your investment goals, your time horizon for achieving them, and
your tolerance for the inherent risk of common stock and international
investments. Your decision should take into account whether you have any
other foreign stock investments. If not, you may wish to invest in a widely
diversified fund to gain the broadest exposure to global opportunities. A
diversified emerging markets fund may be an appropriate part of your
portfolio if you are supplementing existing holdings primarily in developed
foreign markets. If you seek to supplement a diversified portfolio with a
concentrated investment, a regional or single-country fund may be
appropriate.
Each fund can be used in both regular and tax-deferred accounts, such as
IRAs.
. The fund or funds you select should not represent your complete investment
program or be used for short-term trading purposes.
<PAGE>
T. ROWE PRICE
How has each fund performed in the past?
The bar charts showing calendar year returns and the average annual total
return table indicate risk by illustrating how much returns can differ from
one year to the next and over time. Fund past performance is no guarantee of
future returns.
The funds can also experience short-term performance swings, as shown by the
best and worst calendar quarter returns during the years depicted in the
charts.
<TABLE>
<CAPTION>
Calendar Year Total Returns
Fund "90" "91" "92" "93" "94" "95" "96" "97" "98" "99"
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
International
Stock -8.89 15.87 -3.47 40.11 -0.76 11.39 15.99 2.70 16.14 34.60
International
Growth & Income -- -- -- -- -- -- -- -- -- 19.62
Global Stock -- -- -- -- -- -- 20.01 13.23 22.50 28.76
International
Discovery -12.84 11.69 -9.08 49.85 -7.63 -4.36 13.87 -5.67 6.12 155.03
Emerging
Markets Stock -- -- -- -- -- -- 11.82 1.23 -28.75 87.44
European Stock -- 7.31 -5.56 27.24 4.06 21.86 25.87 17.01 25.82 19.70
Japan -- -- -13.40 20.61 15.09 -3.12 -10.99 -22.08 9.16 112.71
Latin America -- -- -- -- -15.92 -18.70 23.35 31.88 -35.43 59.38
New Asia -- 19.32 11.24 78.76 -19.15 3.75 13.51 -37.13 -11.11 99.88
------------------------------------------------------------------------------------------------
</TABLE>
International Stock Fund Quarter ended Total return
Best quarter 12/31/9924.70%
Worst quarter 9/30/90 -18.70%
International Growth & Income Fund Quarter ended Total return
Best quarter 12/31/9911.81%
Worst quarter 3/31/99 1.18%
Global Stock Fund Quarter ended Total return
Best quarter 12/31/9821.36%
Worst quarter 9/30/98 -12.83%
International Discovery Fund Quarter ended Total return
Best quarter 12/31/9957.19%
Worst quarter 9/30/90 -21.98%
Emerging Markets Stock Fund Quarter ended Total return
Best quarter 12/31/9944.10%
Worst quarter 9/30/98 -25.20%
European Stock Fund Quarter ended Total return
Best quarter 12/31/9920.48%
Worst quarter 9/30/98 -14.01%
<PAGE>
ABOUT THE FUNDS
Japan Fund Quarter ended Total return
Best quarter 12/31/9825.17%
Worst quarter 12/31/97-20.55%
Latin America Fund Quarter ended Total return
Best quarter 12/31/9941.32%
Worst quarter 9/30/98 -29.13%
New Asia Fund Quarter ended Total return
Best quarter 12/31/9942.04%
Worst quarter 12/31/97-27.05%
<TABLE>
Table 2 Average Annual Total Returns
<CAPTION>
Periods ended December 31, 1999
Shorter of 10 years
1 year 5 years or since inception Inception date
------------------------
<S> <C> <C> <C> <S>
International Stock
Fund 34.60% 15.71% 11.38% 5/9/80
MSCI EAFE Index 27.30 13.15 7.33
Lipper International
Funds Average 40.80 15.05 10.22
International Growth
& Income Fund 19.62% -- 20.91% 12/21/98
MSCI EAFE Index 27.30 -- --
Global Stock Fund 28.76% -- 20.97% 12/29/95
MSCI World Index 25.34 -- 19.98
Lipper Global Funds
Average 35.97 -- 20.13
International
Discovery Fund 155.03% 22.69% 13.04% 12/30/88
MSCI EAFE Small-Cap
Index 17.67 -1.76 --
Salomon Smith Barney
Non-US Extended
Market Index 23.52 7.22 3.50
Emerging Markets
Stock Fund 87.44% -- 10.80% 3/31/95
MSCI Emerging Markets
Free Index 66.41 -- 4.98
Lipper Emerging
Markets Funds Average 70.77 -- 7.29
European Stock Fund 19.70% 22.00% 13.62% 2/28/90
MSCI Europe Index 16.23 22.54 15.06
Lipper European 24.42 20.88 11.76
Region Funds Average
-------------------------------------------------------------------------------
Japan Fund 112.71% 9.30% 8.17% 12/30/91
TSE First Section
Index (TOPIX) 74.61 1.49 2.57
TSE Second Section
Index 143.86 3.58 3.39
Lipper Japanese Funds
Average 120.51 9.48 3.74
Latin America Fund 59.38% 6.36% 2.36% 12/29/93
MSCI EMF Latin
America Index 58.89 7.65 6.45
Lipper Latin American
Funds Average 60.21 5.18 1.79
New Asia Fund 99.88% 5.64% 10.70% 9/28/90
MSCI All Country Far
East Free
Ex-Japan Index 62.11 0.78 12.57
Lipper Pacific
Ex-Japan Funds 73.21 3.06 8.68
Average
-------------------------------------------------------------------------------
</TABLE>
<PAGE>
T. ROWE PRICE
These figures include changes in principal value, reinvested dividends, and
capital gain distributions, if any.
What fees or expenses will I pay?
The funds are 100% no load. The International Discovery, Latin America, and
Emerging Markets Stock Funds impose a 2% redemption fee, payable to the
funds, on shares purchased and held less than one year. There are no other
fees or charges to buy or sell fund shares, reinvest dividends, or exchange
into other T. Rowe Price funds. There are no 12b-1 fees. Like all mutual
funds, each fund charges the following:
. A management fee The percent of fund assets paid to each fund's investment
manager. Each fund's fee comprises a group fee, 0.32% as of December 31,
1999, and an individual fund fee. The individual fund fees are as follows:
International Stock, Global Stock, and International Growth & Income Funds,
0.35%; European Stock, Japan, and New Asia Funds, 0.50%; International
Discovery, Latin America, and Emerging Markets Stock Funds, 0.75%.
. "Other" administrative expenses Primarily the servicing of shareholder
accounts, such as providing statements and reports, disbursing dividends, and
providing custodial services.
<TABLE>
Table 3 Fees and Expenses of the Funds
<CAPTION> Shareholder
fees (fees
paid directly
from your Annual fund operating expenses/b/
investment) (expenses that are deducted from fund assets)
Total annual Fee waiver/
Fund Redemption Management Other fund operating expense Net
fees/a/ fee expenses expenses reimbursement expenses -----
-----------------------------
<S> <C> <C> <C> <C> <C> <C> <S>
International Stock -- 0.67% 0.18% 0.85% -- 0.85%
------------------------------------------------------------------------------
International -- 0.67 2.77 3.44 2.19% 1.25
Growth & Income
-----------------------------------------------------------------------------------
Global Stock /c/ -- 0.67 0.73 1.40 0.20 1.20
------------------------------------------------------------------------------
International Discovery 2%/a/ 1.07 0.35 1.42 -- 1.42
------------------------------------------------------------------------------
Emerging Markets Stock /d/ 2%/a/ 1.07 0.69 1.76 0.01 1.75
------------------------------------------------------------------------------
European Stock -- 0.82 0.23 1.05 -- 1.05
------------------------------------------------------------------------------
Japan -- 0.82 0.32 1.14 -- 1.14
------------------------------------------------------------------------------
Latin America 2%/a/ 1.07 0.55 1.62 -- 1.62
------------------------------------------------------------------------------
New Asia -- 0.82 0.39 1.21 -- 1.21
----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ABOUT THE FUNDS
/a/
On shares purchased and held for less than one year (details under Contingent
Redemption Fees in Pricing Shares and Receiving Sale Proceeds).
/b/Price-Fleming is contractually obligated to waive its fees and bear any
expenses to the extent such fees or expenses would cause the funds' ratios of
expenses to average net assets to exceed the indicated percentage
limitations. Fees waived or expenses paid or assumed are subject to
reimbursement to Price-Fleming by each fund through the indicated
reimbursement date, but no reimbursement will be made if it would result in a
fund's expense ratio exceeding its specified limit. A summary of the funds'
expense limitations and the periods for which they are effective is set forth
below:
<TABLE>
<CAPTION>
<S> <S> <C> <S> <S>
Fund Limitation Period Expense Ratio Limitation Reimbursement Date
International 12/1/98-10/31/00 1.25% 10/31/02
Growth & Income
-----------------------------------------------------------------
Global Stock 11/1/99-10/31/01 1.20% 10/31/03
-----------------------------------------------------------------
Emerging Markets
Stock 11/1/99-10/31/01 1.75% 10/31/03
</TABLE>
/c/The Global Stock Fund previously operated under a 1.20% limitation that
expired October 31, 1999. The reimbursement period for this limitation
extends through October 31, 2001.
/d/The Emerging Markets Stock Fund operated under a 1.75% expense ratio
limitation that expired on October 31, 1998. Effective November 1, 1998,
Price-Fleming agreed to extend the expense limitation for a period of one
year through October 31, 1999. Fees waived or expenses assumed under these
agreements are subject to reimbursement to Price-Fleming by the fund whenever
the fund's expense ratio is below 1.75%. However, no reimbursement will be
made after October 31, 2000 (for the first agreement); or after October 31,
2001 (for the second agreement); or if it would result in the expense ratio
exceeding 1.75%.
Example. The following table gives you a rough idea of how expense ratios
may translate into dollars and helps you to compare the cost of investing in
these funds with that of other funds. Although your actual costs may be
higher or lower, the table shows how much you would pay if operating expenses
remain the same, the expense limitations currently in place are not renewed
(if applicable), you invest $10,000, you earn a 5% annual return, and you
hold the investment for the following periods:
<TABLE>
<CAPTION>
Fund 1 year 3 years 5 years 10 years
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <S>
International Stock $ 87 $271 $ 471 $1,049
------------------------------------
International Growth & Income 127 633 1,397 3,413
-----------------------------------------
Global Stock 122 403 727 1,644
------------------------------------
International Discovery 145 449 776 1,702
------------------------------------
Emerging Markets Stock 178 550 946 2,053
------------------------------------
European Stock 107 334 579 1,283
------------------------------------
Japan 116 362 628 1,386
------------------------------------
Latin America 165 511 881 1,922
------------------------------------
New Asia 123 384 665 1,466
-------------------------------------------------------------------------
</TABLE>
<PAGE>
T. ROWE PRICE
OTHER INFORMATION ABOUT THE FUNDS
----------------------------------------------------------
What are some of the potential rewards of investing overseas through the funds?
Investing abroad increases the opportunities available to you. Many foreign
countries may have greater potential for economic growth than the U.S.
Emerging market, regional, and single-country funds allow investors to seek
potentially superior growth in the areas they view as most promising, but
with commensurately higher risks. Foreign investments also provide effective
diversification for an all-U.S. portfolio, since historically their returns
have not moved in sync with U.S. stocks over long time periods. Investing a
portion of your overall portfolio in foreign stock funds can enhance your
diversification while providing the opportunity to boost long-term returns.
How does the portfolio manager try to reduce risk?
The principal tools we use to try to reduce risk are intensive research and
diversification. Currency hedging techniques may be used from time to time.
. Price-Fleming employs a team of experienced portfolio managers and analysts,
with offices in London, Tokyo, Singapore, Hong Kong, Buenos Aires, Paris, and
Baltimore. Portfolio managers keep close watch on individual investments as
well as on political and economic trends in each country and region. Holdings
are adjusted according to the manager's analysis and outlook.
. Diversification significantly reduces, but does not eliminate, risk. The
impact on each fund's share price from a drop in the price of a particular
stock is reduced substantially by investing in a portfolio with dozens of
different companies. Likewise, the impact of unfavorable developments in a
particular country is reduced when investments are spread among many
countries. Investors should pay close attention to how many countries a fund
typically expects to invest in, particularly in regard to our regional funds
and, of course, the single-country Japan Fund. However, the economies and
financial markets of countries in a certain region may be influenced heavily
by one another.
. Though the funds don't normally engage in extensive currency hedging, fund
managers can employ currency forwards and options to hedge the risk to the
portfolio when foreign exchange movements are expected to be unfavorable for
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ABOUT THE FUNDS
U.S. investors. In a general sense, these tools allow a manager to lock in a
specified exchange rate for a stated period of time. (For more details,
please see Foreign Currency Transactions under Investment Policies and
Practices.) If the manager's forecast proves to be wrong, such a hedge may
cause a loss. Also, it may be difficult or impractical to hedge currency risk
in many emerging countries.
What are the potential rewards of investing in small companies overseas?
In general, small companies are more dynamic and can adapt more quickly than
larger ones to changing economic and market conditions, which may help them
increase their earnings faster. In addition, the movement of small-company
shares is not perfectly correlated with the movements of large-cap stocks.
Since many U.S.-based international funds focus on large or medium-sized
foreign companies, adding a small-cap international fund could enhance the
diversification of a portfolio while providing the opportunity to boost
long-term returns.
Is there other information I can review before making a decision?
Investment Policies and Practices in Section 3 discusses various types of
portfolio securities the funds may purchase as well as types of management
practices the funds may use.
You should also review the information in Section 2 that discusses contingent
redemption fees for the International Discovery, Latin America, and Emerging
Markets Stock Funds.
<PAGE>
T. ROWE PRICE
PRICING SHARES AND RECEIVING SALE PROCEEDS
----------------------------------------------------------
Here are some procedures you should know when investing in a T. Rowe Price
fund.
How and when shares are priced
The share price (also called "net asset value" or NAV per share) for each
fund, except the Japan Fund, is calculated at the close of the New York Stock
Exchange, normally 4 p.m. ET, each day the New York Stock Exchange is open
for business. The share price for the Japan Fund is calculated at the close
of the New York Stock Exchange, normally 4 p.m. ET, each day the New York
Stock Exchange and the Tokyo Stock Exchange are both open for business. To
calculate the NAV, a fund's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. Current market values are used to price fund shares.
Each fund's portfolio securities usually are valued on the basis of the most
recent closing market prices at 4 p.m. ET when the funds calculate their
NAVs. Most of the securities in which the funds invest, however, are traded
in markets that close before that time. For securities primarily traded in
the Far East, for example, the most recent closing prices may be as much as
15 hours old at 4 p.m. Normally, developments that could affect the values of
portfolio securities that occur between the close of the foreign market and 4
p.m. ET will not be reflected in the funds' NAVs. However, if a fund
determines that such developments are so significant that they will, in its
judgment, clearly and materially affect the value of the fund's securities,
the fund may adjust the previous closing prices to reflect what it believes
to be the fair value of the securities as of 4:00 p.m. ET. The fund may fair
value securities in other situations, for example, when a particular foreign
market is closed but the fund is open.
. The various ways you can buy, sell, and exchange shares are explained at the
end of this prospectus and on the New Account Form. These procedures may
differ for institutional and employer-sponsored retirement accounts.
How your purchase, sale, or exchange price is determined
If we receive your request in correct form by 4 p.m. ET, your transaction
will be priced at that day's NAV. If we receive it after 4 p.m., it will be
priced at the next business day's NAV.
We cannot accept orders that request a particular day or price for your
transaction or any other special conditions.
Fund shares may be purchased through various third-party intermediaries
including banks, brokers, and investment advisers. Where authorized by a
fund, orders will be priced at the NAV next computed after receipt by the
intermediary.
<PAGE>
ABOUT YOUR ACCOUNT
Consult your intermediary to determine when your orders will be priced. The
intermediary may charge a fee for its services.
Note: The time at which transactions and shares are priced and the time until
which orders are accepted may be changed in case of an emergency or if the
New York Stock Exchange closes at a time other than 4 p.m. ET.
Japan Fund: Pricing and Transactions
The fund will not process orders on any day when either the New York or Tokyo
Stock Exchange is closed. Orders received on such days will be priced on the
next day the fund computes its net asset value. As such, you may experience a
delay in purchasing or redeeming fund shares. Exchanges: If you wish to
exchange into the Japan Fund on a day the New York Stock Exchange is open but
the Tokyo Stock Exchange is closed, the exchange out of the other T. Rowe
Price fund will be processed on that day, but Japan Fund shares will not be
purchased until the day the Japan Fund reopens. If you wish to exchange out
of the Japan Fund on a day when the New York Stock Exchange is open but the
Tokyo Stock Exchange is closed, the exchange will be delayed until the Japan
Fund reopens.
The Tokyo Stock Exchange is scheduled to be closed on the following weekdays:
In 2000 - January 3; February 11; March 20; May 3, 4, 5; July 20; September
15; October 10; and November 3 and 23. In 2001 -January 1, 2, 3, and 8;
February 12; March 20; April 30; May 3 and 4; July 20; September 24; October
8; November 23; and December 24 and 31. If the Tokyo Stock Exchange closes on
dates not listed, the fund will not be priced on those dates.
How you can receive the proceeds from a sale
. When filling out the New Account Form, you may wish to give yourself the
widest range of options for receiving proceeds from a sale.
If your request is received by 4 p.m. ET in correct form, proceeds are
usually sent on the next business day. Proceeds can be sent to you by mail or
to your bank account by Automated Clearing House (ACH) transfer or bank wire.
Proceeds sent by ACH transfer should be credited the second day after the
sale. ACH is an automated method of initiating payments from, and receiving
payments in, your financial institution account. The ACH system is supported
by over 20,000 banks, savings banks, and credit unions. Proceeds sent by bank
wire should be credited to your account the next business day.
. Exception: Under certain circumstances and when deemed to be in a fund's
best interests, your proceeds may not be sent for up to seven calendar days
after we receive your redemption request.
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ABOUT THE FUNDS
. If for some reason we cannot accept your request to sell shares, we will
contact you.
Contingent Redemption Fee
(Latin America, International Discovery, and Emerging Markets Stock Funds)
These funds can experience substantial price fluctuations and are intended
for long-term investors. Short-term "market timers" who engage in frequent
purchases and redemptions can disrupt the funds' investment programs and
create additional transaction costs that are borne by all shareholders. For
these reasons, the funds assess a 2% fee on redemptions (including exchanges)
of fund shares held for less than one year.
Redemption fees are paid to each fund to help offset transaction costs and to
protect the funds' long-term shareholders. Each fund will use the "first-in,
first-out" (FIFO) method to determine the one-year holding period. Under this
method, the date of the redemption or exchange will be compared with the
earliest purchase date of shares held in the account. If this holding period
is less than one year, the fee will be charged.
The fee does not apply to any shares purchased through reinvested
distributions (dividends and capital gains), shares held in retirement plans,
such as 401(k), 403(b), 457, Keogh, profit sharing, SIMPLE IRA, SEP-IRA, and
money purchase pension accounts, or to shares redeemed through designated
systematic withdrawal plans. The fee does apply to shares held in other IRA
accounts and to shares purchased through automatic investment plans
(described under Shareholder Services). The fee may apply to shares in
retirement plans held in broker omnibus accounts.
In determining "one year," the funds will use the anniversary date of a
transaction. Thus, shares purchased on March 1, 2000, for example, will be
subject to the fee if they are redeemed on or prior to February 28, 2001. If
they are redeemed on or after March 1, 2001, they will not be subject to the
fee.
USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
----------------------------------------------------------
. All net investment income and realized capital gains are distributed to
shareholders.
Dividends and Other Distributions
Dividend and capital gain distributions are reinvested in additional fund
shares in your account unless you select another option on your New Account
Form. The advantage of reinvesting distributions arises from compounding;
that is, you receive income dividends and capital gain distributions on a
rising number of shares.
<PAGE>
ABOUT THE FUNDS
Distributions not reinvested are paid by check or transmitted to your bank
account via ACH. If the Post Office cannot deliver your check, or if your
check remains uncashed for six months, the fund reserves the right to
reinvest your distribution check in your account at the NAV on the day of the
reinvestment and to reinvest all subsequent distributions in shares of the
fund. No interest will accrue on amounts represented by uncashed distribution
or redemption checks.
Income dividends
. The funds declare and pay dividends (if any) annually.
. The dividends of each fund (other than Global Stock Fund) will not be
eligible for the 70% deduction for dividends received by corporations, if, as
expected, none of the fund's income consists of dividends paid by U.S.
corporations. The dividends of the Global Stock Fund will be eligible for the
70% deduction for dividends received by corporations only to the extent the
fund's income consists of dividends paid by U.S. corporations.
Capital gains
. A capital gain or loss is the difference between the purchase and sale price
of a security.
. If a fund has net capital gains for the year (after subtracting any capital
losses), they are usually declared and paid in December to shareholders of
record on a specified date that month.
Tax Information
. You will be sent timely information for your tax filing needs.
You need to be aware of the possible tax consequences when:
. You sell fund shares, including an exchange from one fund to another.
. The fund makes a distribution to your account.
Taxes on fund redemptions
When you sell shares in any fund, you may realize a gain or loss. An exchange
from one fund to another is still a sale for tax purposes.
In January, you will be sent Form 1099-B indicating the date and amount of
each sale you made in the fund during the prior year. This information will
also be reported to the IRS. For most new accounts or those opened by
exchange in 1984 or later, we will provide the gain or loss on the shares you
sold during the year, based on the "average cost," single category method.
This information is not reported to the IRS, and you do not have to use it.
You may calculate the cost basis using other methods acceptable to the IRS,
such as "specific identification."
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T. ROWE PRICE
To help you maintain accurate records, we send you a confirmation immediately
following each transaction you make (except for systematic purchases and
redemptions) and a year-end statement detailing all your transactions in each
fund account during the year.
Taxes on fund distributions
. The following summary does not apply to retirement accounts, such as IRAs,
which are not subject to current tax.
In January, you will be sent Form 1099-DIV indicating the tax status of any
dividend and capital gain distributions made to you. This information will
also be reported to the IRS. Distributions are generally taxable to you for
the year in which they were paid. You will be sent any additional information
you need to determine your taxes on fund distributions, such as the portion
of your dividends, if any, that may be exempt from state income taxes.
The tax treatment of a capital gain distribution is determined by how long
the fund held the portfolio securities, not how long you held shares in the
fund. Short-term (one year or less) capital gain distributions are taxable at
the same rate as ordinary income and long-term gains on securities held more
than 12 months are taxed at a maximum rate of 20%. However, if you realized a
loss on the sale or exchange of fund shares that you held six months or less,
your short-term loss will be reclassified to a long-term loss to the extent
of any long-term capital gain distribution received during the period you
held the shares.
Distributions resulting from the sale of certain foreign currencies and debt
securities, to the extent of foreign exchange gains, are taxed as ordinary
income or loss. If the fund pays nonrefundable taxes to foreign governments
during the year, the taxes will reduce the fund's dividends but will still be
included in your taxable income. However, you may be able to claim an
offsetting credit or deduction on your tax return for your portion of foreign
taxes paid by the fund.
. Distributions are taxable whether reinvested in additional shares or
received in cash.
Tax effect of buying shares before a capital gain distribution
If you buy shares shortly before or on the "record date" - the date that
establishes you as the person to receive the upcoming distribution - you will
receive a portion of the money you just invested in the form of a taxable
distribution. Therefore, you may wish to find out a fund's record date before
investing. Of course, a fund's share price may, at any time, reflect
undistributed capital gains or income and unrealized appreciation, which may
result in future taxable distributions.
Note: For information on the tax consequences of hedging, please see
Investment Policies and Practices.
<PAGE>
ABOUT THE FUNDS
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
----------------------------------------------------------
. Following these procedures helps assure timely and accurate transactions.
Purchase Conditions
Nonpayment
If you pay with a check or ACH transfer that does not clear or if your
payment is not timely received, your purchase will be canceled. You will be
responsible for any losses or expenses incurred by each fund or transfer
agent, and the fund can redeem shares you own in this or another identically
registered T. Rowe Price fund as reimbursement. Each fund and its agents have
the right to reject or cancel any purchase, exchange, or redemption due to
nonpayment.
U.S. dollars; type of check
All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
banks.
Sale (Redemption) Conditions
Holds on immediate redemptions: 10-day hold
If you sell shares that you just purchased and paid for by check or ACH
transfer, the funds will process your redemption but will generally delay
sending you the proceeds for up to 10 calendar days to allow the check or
transfer to clear. If your redemption request was sent by mail or mailgram,
proceeds will be mailed no later than the seventh calendar day following
receipt unless the check or ACH transfer has not cleared. (The 10-day hold
does not apply to purchases paid for by bank wire or automatic purchases
through your paycheck.)
Telephone, Tele*Access/(R)/, and personal computer transactions
Exchange and redemption services through telephone and Tele*Access are
established automatically when you sign the New Account Form unless you check
the boxes that state you do not want these services. Personal computer
transactions must be authorized separately. T. Rowe Price funds and their
agents use reasonable procedures designed to verify the identity of the
shareholder. If these procedures are followed, the funds and their agents are
not liable for any losses that may occur from acting on unauthorized
instructions. A confirmation is sent promptly after a transaction. Please
review it carefully and contact T. Rowe Price immediately about any
transaction you believe to be unauthorized. All telephone conversations are
recorded.
Redemptions over $250,000
Large sales can adversely affect a portfolio manager's ability to implement a
fund's investment strategy by causing the premature sale of securities that
would otherwise be held. If, in any 90-day period, you redeem (sell) more
than
<PAGE>
T. ROWE PRICE
$250,000, or your sale amounts to more than 1% of fund net assets, the fund
has the right to pay the difference between the redemption amount and the
lesser of the two previously mentioned figures with securities from the fund.
Excessive Trading
. T. Rowe Price may bar excessive traders from purchasing shares.
Frequent trades, involving either substantial fund assets or a substantial
portion of your account or accounts controlled by you, can disrupt management
of the fund and raise its expenses. To deter such activity, we have adopted
an excessive trading policy. If you violate our excessive trading policy, you
may be barred indefinitely and without further notice from further purchases
of T. Rowe Price funds.
. Trades placed directly with T. Rowe Price If you trade directly with T.
Rowe Price, you can make one purchase and sale involving the same fund within
any 120-day period. For example, if you are in fund A, you can move
substantial assets from fund A to fund B and, within the next 120 days, sell
your shares in fund B to return to fund A or move to fund C. If you exceed
this limit, you are in violation of our excessive trading policy.
Two types of transactions are exempt from this policy: 1) trades solely in
money market funds (exchanges between a money fund and a nonmoney fund are
not exempt); and 2) systematic purchases or redemptions (see Information
About Your Services).
. Trades placed through intermediaries If you purchase fund shares through an
intermediary including a broker, bank, investment adviser, or other third
party and hold them for less than 60 calendar days, you are in violation of
our excessive trading policy.
Keeping Your Account Open
Due to the relatively high cost to a fund of maintaining small accounts, we
ask you to maintain an account balance of at least $1,000. If your balance is
below $1,000 for three months or longer, we have the right to close your
account after giving you 60 days in which to increase your balance.
Small Account Fee
Because of the disproportionately high costs of servicing accounts with low
balances, a $10 fee, paid to T. Rowe Price Services, the funds' transfer
agent, will automatically be deducted from nonretirement accounts with
balances falling below a minimum level. The valuation of accounts and the
deduction are expected to take place during the last five business days of
September. The fee will be deducted from accounts with balances below $2,000,
except for UGMA/ UTMA accounts, for which the limit is $500. The fee will be
waived for any
<PAGE>
ABOUT THE FUNDS
investor whose T. Rowe Price mutual fund investments total $25,000 or more.
Accounts employing automatic investing (e.g., payroll deduction, automatic
purchase from a bank account, etc.) are also exempt from the charge. The fee
will not apply to IRAs and other retirement plan accounts. (A separate
custodial fee may apply to IRAs and other retirement plan accounts.)
Signature Guarantees
. A signature guarantee is designed to protect you and the T. Rowe Price funds
from fraud by verifying your signature.
You may need to have your signature guaranteed in certain situations, such
as:
. Written requests 1) to redeem over $100,000, or 2) to wire redemption
proceeds.
. Remitting redemption proceeds to any person, address, or bank account not on
record.
. Transferring redemption proceeds to a T. Rowe Price fund account with a
different registration (name or ownership) from yours.
. Establishing certain services after the account is opened.
You can obtain a signature guarantee from most banks, savings institutions,
broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
accept guarantees from notaries public or organizations that do not provide
reimbursement in the case of fraud.
<PAGE>
T. ROWE PRICE
ORGANIZATION AND MANAGEMENT
----------------------------------------------------------
How are the funds organized?
T. Rowe Price International Funds, Inc. (the "corporation"), currently
consists of 12 series, each representing a separate class of shares and
having different objectives and investment policies. The 12 series and the
years in which each was established are as follows: International Stock Fund,
1980; International Bond Fund, 1986; International Discovery Fund, 1988;
European Stock Fund, New Asia Fund, Global Bond Fund, 1990; Japan Fund, 1991;
Latin America Fund, 1993; Emerging Markets Bond Fund, 1994; Emerging Markets
Stock Fund, Global Stock Fund, 1995, and International Growth & Income Fund,
1998. (The bond funds are described in a separate prospectus.)
What is meant by "shares"?
As with all mutual funds, investors purchase shares when they put money in a
fund. These shares are part of a fund's authorized capital stock, but share
certificates are not issued.
Each share and fractional share entitles the shareholder to:
. Receive a proportional interest in a fund's income and capital gain
distributions.
. Cast one vote per share on certain fund matters, including the election of
fund directors, changes in fundamental policies, or approval of changes in
the fund's management contract.
Do T. Rowe Price funds have annual shareholder meetings?
The funds are not required to hold annual meetings and, to avoid unnecessary
costs to fund shareholders, do not do so except when certain matters, such as
a change in fundamental policies, must be decided. In addition, shareholders
representing at least 10% of all eligible votes may call a special meeting,
if they wish, for the purpose of voting on the removal of any fund director
or trustee. If a meeting is held and you cannot attend, you can vote by
proxy. Before the meeting, the fund will send you proxy materials that
explain the issues to be decided and include instructions on voting by mail
or telephone, or on the Internet.
Who runs the funds?
General Oversight
The corporation is governed by a Board of Directors that meets regularly to
review the funds' investments, performance, expenses, and other business
affairs. The Board elects the corporation's officers. The policy of the
corporation is that the majority of Board members are independent of
Price-Fleming.
<PAGE>
MORE ABOUT THE FUNDS
. All decisions regarding the purchase and sale of fund investments are made
by Price-Fleming - specifically by each fund's Investment Advisory Group.
Investment Manager
Price-Fleming is responsible for selection and management of each fund's
portfolio investments. Price-Fleming's U.S. office is located at 100 East
Pratt Street, Baltimore, Maryland 21202. Price-Fleming also has offices in
London, Tokyo, Singapore, Hong Kong, Buenos Aires, and Paris. Price-Fleming
was incorporated in Maryland in 1979 as a joint venture between T. Rowe Price
and Robert Fleming Holdings Limited (Flemings).
T. Rowe Price, Flemings, and Jardine Fleming Group Limited (Jardine Fleming)
are owners of Price-Fleming. The common stock of Price-Fleming is 50% owned
by a wholly owned subsidiary of T. Rowe Price, 25% by a subsidiary of
Flemings, and 25% by a subsidiary of Jardine Fleming. Jardine Fleming is
owned by Flemings. T. Rowe Price has the right to elect a majority of the
Board of Directors of Price-Fleming, and Flemings has the right to elect the
remaining directors, one of whom will be nominated by Jardine Fleming.
. Flemings is a diversified investment organization which participates in a
global network of regional investment offices in New York, London, Zurich,
Geneva, Tokyo, Hong Kong, Manila, Kuala Lumpur, Seoul, Taipei, Bombay,
Jakarta, Singapore, Bangkok, and Johannesburg.
Portfolio Management
Each fund has an Investment Advisory Group that has day-to-day responsibility
for managing the portfolio and developing and executing each fund's
investment program. The members of each advisory group are listed below.
International Stock Fund John R. Ford, James B.M. Seddon, Mark C.J.
Bickford-Smith, and David J.L. Warren.
International Growth & Income Fund Richard T. Whitney, John R. Ford, James
B.M. Seddon, and Robert W. Smith.
Global Stock Fund John R. Ford, James B.M. Seddon, Mark C.J. Bickford-Smith,
Robert W. Smith, and David J.L. Warren.
International Discovery Fund John R. Ford, Frances Dydasco, Mark J.T.
Edwards, Ian J. Macdonald, and Justin Thomson.
Emerging Markets Stock Fund John R. Ford, Christopher D. Alderson, Frances
Dydasco, Mark J.T. Edwards, and Benedict R.F. Thomas.
European Stock Fund John R. Ford, Robert A. Revel-Chion, and James B.M.
Seddon.
<PAGE>
T. ROWE PRICE
Japan Fund John R. Ford, Ian J. Macdonald, and David J.L. Warren.
Latin America Fund John R. Ford, Benedict R.F. Thomas, and Gonzalo Pangaro.
New Asia Fund John R. Ford, Frances Dydasco, and Mark J.T. Edwards.
Christopher Alderson joined Price-Fleming in 1988 and has 14 years of
experience with the Fleming Group in research and portfolio management. Mark
Bickford-Smith joined Price-Fleming in 1995 and has 15 years of experience
with the Fleming Group in research and financial analysis. Mark Edwards
joined Price-Fleming in 1987 and has 18 years of experience in financial
analysis. John Ford joined Price-Fleming in 1982 and has 20 years of
experience with the Fleming Group in research and portfolio management. James
Seddon joined Price-Fleming in 1987 and has 13 years of experience in
portfolio management. Robert Smith joined Price-Fleming in 1996, has been
with T. Rowe Price since 1992, and has 13 years of experience in financial
analysis. Benedict Thomas joined Price-Fleming in 1988 and has 11 years of
portfolio management experience. David Warren joined Price-Fleming in 1983
and has 19 years of experience in equity research, fixed income research, and
portfolio management. Frances Dydasco joined Price-Fleming in 1996 and has 11
years of experience in research and financial analysis. Ian Macdonald joined
Price-Fleming in 1998 and has 15 years of experience in equity research and
portfolio management. Robert Revel-Chion joined Price-Fleming in 1998 and has
11 years of experience in investment management (four years of which were
within the Fleming Group). Justin Thomson joined Price-Fleming in 1998 and
has eight years of experience in portfolio management. Richard Whitney joined
Price-Fleming in 1998, has been with T. Rowe Price since 1985, and has 17
years of experience in equity research and portfolio management. Gonzalo
Pangaro joined Price-Fleming in 1998 and has nine years of experience in
financial analysis and portfolio management.
Portfolio Transactions
Decisions with respect to the purchase and sale of a fund's portfolio
securities on behalf of each fund are made by Price-Fleming. The
corporation's Board of Directors has authorized Price-Fleming to utilize
affiliates of Flemings and Jardine Fleming in the capacity of broker in
connection with the execution of a fund's portfolio transactions if
Price-Fleming believes that doing so would result in an economic advantage
(in the form of lower execution costs or otherwise) to the fund.
The Management Fee
This fee has two parts - an "individual fund fee," which reflects a fund's
particular characteristics, and a "group fee." The group fee, which is
designed to reflect the benefits of the shared resources of the T. Rowe Price
investment management complex, is calculated daily based on the combined net
assets of all T. Rowe Price funds (except the Spectrum Funds, and any
institutional, index, or private label
<PAGE>
ABOUT THE FUNDS
mutual funds). The group fee schedule (shown below) is graduated, declining
as the asset total rises, so shareholders benefit from the overall growth in
mutual fund assets.
<TABLE>
Group Fee Schedule
<CAPTION>
<S> <C>
0.334%/a/ First $50 billion
0.305% Next $30 billion
0.300% Next $40 billion
0.295% Thereafter
--------------------------------------
</TABLE>
/a/ Represents a blended group fee rate containing various break points.
Each fund's portion of the group fee is determined by the ratio of its daily
net assets to the daily net assets of all the T. Rowe Price funds described
previously. Based on combined T. Rowe Price funds' assets of over $106
billion at December 31, 1999, the group fee was 0.32%. The individual fund
fees are as follows: International Stock, Global Stock, and International
Growth & Income Funds, 0.35%; European Stock, Japan, and New Asia Funds,
0.50%; International Discovery, Latin America, and Emerging Markets Stock
Funds, 0.75%.
Research and Administration
Certain administrative support is provided by T. Rowe Price, which receives
from Price-Fleming a fee of 0.15% of the market value of all assets in equity
accounts, 0.15% of the market value of all assets in active fixed income
accounts, and 0.035% of the market value of all assets in passive fixed
income accounts under Price-Fleming's management. Price-Fleming has entered
into research agreements with Fleming Investment Management Limited (FIM) and
Jardine Fleming International Holdings Limited (JFIH). For services under the
research agreements, FIM and JFIH each receive a fee of 0.075% of the market
value of all assets in equity accounts under Price-Fleming's management. FIM
and JFIH each receive a fee of 0.075% of the market value of all assets in
active fixed income accounts and 0.0175% of such market value in passive
fixed income accounts under Price-Fleming's management. In addition to the
research provided under these agreements, Price-Fleming has access to the
publicly available research materials produced by FIM and JFIH. FIM is a
wholly owned subsidiary of Flemings. JFIH is a wholly owned subsidiary of
Jardine Fleming.
UNDERSTANDING PERFORMANCE INFORMATION
----------------------------------------------------------
This section should help you understand the terms used to describe fund
performance. You will come across them in shareholder reports you receive
from us; in our newsletter, The Price Report; in T. Rowe Price
advertisements; and in the media.
<PAGE>
T. ROWE PRICE
Total Return
This tells you how much an investment has changed in value over a given time
period. It reflects any net increase or decrease in the share price and
assumes that all dividends and capital gains (if any) paid during the period
were reinvested in additional shares. Therefore, total return numbers include
the effect of compounding.
Advertisements may include cumulative or average annual total return figures,
which may be compared with various indices, other performance measures, or
other mutual funds.
Cumulative Total Return
This is the actual return of an investment for a specified period. A
cumulative return does not indicate how much the value of the investment may
have fluctuated during the period. For example, an investment could have a
10-year positive cumulative return despite experiencing some negative years
during that time.
Average Annual Total Return
This is always hypothetical and should not be confused with actual
year-by-year results. It smooths out all the variations in annual performance
to tell you what constant year-by-year return would have produced the
investment's actual cumulative return. This gives you an idea of an
investment's annual contribution to your portfolio, provided you held it for
the entire period.
INVESTMENT POLICIES AND PRACTICES
----------------------------------------------------------
This section takes a detailed look at some of the types of fund portfolio
securities and the various kinds of investment practices that may be used in
day-to-day portfolio management. Fund investments are subject to further
restrictions and risks described in the Statement of Additional Information.
Shareholder approval is required to substantively change fund objectives and
certain investment restrictions noted in the following section as
"fundamental policies." The managers also follow certain "operating
policies," which can be changed without shareholder approval. However,
significant changes are discussed with shareholders in fund reports. Fund
investment restrictions and policies are adhered to at the time of
investment. A later change in circumstances will not require the sale of an
investment if it was proper at the time it was made.
Fund holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth in this prospectus. For
instance, fund investments in hybrid instruments are limited to 10% of total
assets. While these restrictions provide a useful level of detail about fund
investments, investors
<PAGE>
ABOUT THE FUNDS
should not view them as an accurate gauge of the potential risk of such
investments. For example, in a given period, a 5% investment in hybrid
instruments could have significantly more of an impact on a fund's share
price than its weighting in the portfolio. The net effect of a particular
investment depends on its volatility and the size of its overall return in
relation to the performance of all other fund investments.
Changes in fund holdings, fund performance, and the contribution of various
investments are discussed in the shareholder reports sent to you.
. Fund managers have considerable leeway in choosing investment strategies and
selecting securities they believe will help achieve fund objectives.
Types of Portfolio Securities
In seeking to meet its investment objective, we may invest in any type of
security or instrument (including certain potentially high-risk derivatives
described in this section) whose investment characteristics are consistent
with the fund's investment program. The following pages describe various
types of fund portfolio securities and investment management practices.
Fundamental policy With the exception of Latin America Fund, a fund will not
purchase a security if, as a result, with respect to 75% of its total assets,
more than 5% of the fund's total assets would be invested in securities of a
single issuer or more than 10% of the outstanding voting securities of the
issuer would be held by the fund.
Nondiversified Status--Latin America Fund
The fund is registered as a nondiversified mutual fund. This means that the
fund may invest a greater portion of its assets in, and own a greater amount
of the voting securities of, a single company than a diversified fund, which
may subject the fund to greater risk with respect to its portfolio
securities. However, because the fund intends to qualify as a "regulated
investment company" under the Internal Revenue Code, it must invest so that,
at the end of each calendar quarter, with respect to 50% of its total assets,
not more than 5% of its assets are invested in the securities of a single
issuer.
Fund investments are primarily in common stocks (normally, at least 65% of
total assets) and, to a lesser degree, other types of securities as described
below.
Common and Preferred Stocks
Stocks represent shares of ownership in a company. Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in
its claim on income for dividend payments and on assets should the company be
liquidated. After other claims are satisfied, common stockholders participate
in company profits on a pro-rata basis; profits may be paid out in dividends
or reinvested in the company to help it grow. Increases and decreases in
earnings are usually reflected in a company's stock price, so common stocks
generally have
<PAGE>
T. ROWE PRICE
the greatest appreciation and depreciation potential of all corporate
securities. While most preferred stocks pay a dividend, preferred stock may
be purchased where the issuer has omitted, or is in danger of omitting,
payment of its dividend. Such investments would be made primarily for their
capital appreciation potential.
Convertible Securities and Warrants
Investments may be made in debt or preferred equity securities convertible
into, or exchangeable for, equity securities. Traditionally, convertible
securities have paid dividends or interest at rates higher than common stocks
but lower than nonconvertible securities. They generally participate in the
appreciation or depreciation of the underlying stock into which they are
convertible, but to a lesser degree. In recent years, convertibles have been
developed which combine higher or lower current income with options and other
features. Warrants are options to buy a stated number of shares of common
stock at a specified price anytime during the life of the warrants
(generally, two or more years).
Fixed Income Securities
The funds may invest in any type of investment-grade security. The Global
Stock Fund may also invest up to 5% of its total assets in
below-investment-grade bonds, commonly referred to as "junk" bonds. Such
securities would be purchased in companies that meet the investment criteria
for the fund. The price of a bond fluctuates with changes in interest rates,
rising when interest rates fall and falling when interest rates rise. Junk
bond prices can be more volatile and have a greater risk of default than
investment-grade bonds.
Hybrid Instruments
These instruments (a type of potentially high-risk derivative) can combine
the characteristics of securities, futures, and options. For example, the
principal amount, redemption, or conversion terms of a security could be
related to the market price of some commodity, currency, or securities index.
Such securities may bear interest or pay dividends at below market or even
relatively nominal rates. Under some conditions, the redemption value of such
an investment could be zero.
. Hybrids can have volatile prices and limited liquidity, and their use may
not be successful.
Operating policy Fund investments in hybrid instruments are limited to 10%
of total assets.
Private Placements
These securities are sold directly to a small number of investors, usually
institutions. Unlike public offerings, such securities are not registered
with the SEC. Although certain of these securities may be readily sold, for
example, under Rule
<PAGE>
ABOUT THE FUNDS
144A, others may be illiquid, and their sale may involve substantial delays
and additional costs.
Operating policy Fund investments in illiquid securities are limited to 15%
of net assets.
Types of Investment Management Practices
Reserve Position
A certain portion of fund assets will be held in money market reserves. Fund
reserve positions are expected to consist primarily of shares of one or more
T. Rowe Price internal money market funds. Short-term, high-quality U.S. and
foreign dollar-denominated money market securities, including repurchase
agreements, may also be held. For temporary, defensive purposes, there is no
limit on fund investments in money market reserves. The effect of taking such
a position is that the fund may not achieve its investment objective. The
reserve position provides flexibility in meeting redemptions, expenses, and
the timing of new investments and can serve as a short-term defense during
periods of unusual market volatility.
Borrowing Money and Transferring Assets
Fund borrowings may be made from banks and other T. Rowe Price funds as a
temporary measure for emergency purposes, to facilitate redemption requests,
or for other purposes consistent with fund policies as set forth in this
prospectus. Such borrowings may be collateralized with fund assets, subject
to restrictions.
Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund
assets.
Operating policy Fund transfers of portfolio securities as collateral will
not be made except as necessary in connection with permissible borrowings or
investments, and then such transfers may not exceed 33/1//\\/3/\\% of the
fund's total assets. Fund purchases of additional securities will not be made
when borrowings exceed 5% of total assets.
Foreign Currency Transactions
The funds will normally conduct their foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market, or through entering into forward contracts
to purchase or sell foreign currencies. The funds will generally not enter
into a forward contract with a term greater than one year.
The funds will generally enter into forward foreign currency exchange
contracts only under two circumstances. First, when a fund enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
Second, when Price-Fleming believes that the currency of a particular foreign
country may move substantially against another currency, it may enter into a
forward contract to sell or buy
<PAGE>
T. ROWE PRICE
the former foreign currency (or another currency that acts as a proxy for
that currency). The contract may approximate the value of some or all of the
fund's portfolio securities denominated in such foreign currency. Under
certain circumstances, a fund may commit a substantial portion or the entire
value of its portfolio to the consummation of these contracts. Price-Fleming
will consider the effect such a commitment to forward contracts would have on
the investment program of the fund and the flexibility of the fund to
purchase additional securities. Although forward contracts will be used
primarily to protect the fund from adverse currency movements, they also
involve the risk that anticipated currency movements will not be accurately
predicted, and a fund's total return could be adversely affected as a result.
There are some markets where it is not possible to engage in effective
foreign currency hedging. This is generally true, for example, for the
currencies of various emerging markets where the foreign exchange markets are
not sufficiently developed to permit hedging activity to take place.
Futures and Options
Futures (a type of potentially high-risk derivative) are often used to manage
or hedge risk because they enable the investor to buy or sell an asset in the
future at an agreed-upon price. Options (another type of potentially
high-risk derivative) give the investor the right (where the investor
purchases the option), or the obligation (where the investor writes (sells)
the option), to buy or sell an asset at a predetermined price in the future.
Futures and options contracts may be bought or sold for any number of
reasons, including: to manage fund exposure to changes in securities prices
and foreign currencies; as an efficient means of adjusting fund overall
exposure to certain markets; in an effort to enhance income; as a cash
management tool; and to protect the value of portfolio securities. Call and
put options may be purchased or sold on securities, financial indices, and
foreign currencies.
Futures contracts and options may not always be successful hedges; their
prices can be highly volatile; using them could lower fund total return; and
the potential loss from the use of futures can exceed a fund's initial
investment in such contracts.
Operating policies Futures: Initial margin deposits and premiums on options
used for nonhedging purposes will not exceed 5% of fund net asset value.
Options on securities: The total market value of securities against which
call or put options are written may not exceed 25% of its total assets. No
more than 5% of fund total assets will be committed to premiums when
purchasing call or put options.
Tax Consequences of Hedging
Under applicable tax law, the funds may be required to limit their gains from
hedging in foreign currency forwards, futures, and options. Although the
funds
<PAGE>
ABOUT THE FUNDS
are expected to comply with such limits, the extent to which these limits
apply is subject to tax regulations as yet unissued. Hedging may also result
in the application of the mark-to-market and straddle provisions of the
Internal Revenue Code. These provisions could result in an increase (or
decrease) in the amount of taxable dividends paid by the funds and could
affect whether dividends paid by the funds are classified as capital gains or
ordinary income.
Lending of Portfolio Securities
Fund securities may be lent to broker-dealers, other institutions, or other
persons to earn additional income. The principal risk is the potential
insolvency of the broker-dealer or other borrower. In this event, the fund
could experience delays in recovering its securities and possibly capital
losses.
Fundamental policy The value of loaned securities may not exceed
33/1//\\/3/\\% of total fund assets.
Portfolio Turnover
Turnover is an indication of frequency. The funds will not generally trade in
securities for short-term profits, but when circumstances warrant, securities
may be purchased and sold without regard to the length of time held. A high
turnover rate may increase transaction costs and result in higher capital
gain distributions by the funds. The funds' portfolio turnover rates for the
previous three fiscal periods are shown in Table 4.
<TABLE>
Table 4 Portfolio Turnover Rates
<CAPTION>
<S> <C> <C> <C> <S>
Fund 1999 1998 1997
International Stock 17.6% 12.2% 15.8%
------------------------------------
International Growth & Income 35.8/a/ -- --
------------------------------------
Global Stock 37.5 47.1 41.8
-----------------------------------------
International Discovery 98.2 34.2 72.7
------------------------------------
Emerging Markets Stock 59.0 54.5 84.3
------------------------------------
European Stock 15.7 26.8 17.5
------------------------------------
Japan 58.8 66.9 32.3
------------------------------------
Latin America 43.2 19.0 32.7
------------------------------------
New Asia 69.9 68.1 41.8
-------------------------------------------------------------------------
</TABLE>
/a/ Annualized.
European Stock, Japan, New Asia, Latin America, and Emerging Markets Stock
Funds
Location of Company
In determining the domicile or nationality of a company, the funds would
primarily consider the following factors: whether the company is organized
under the laws of a particular country; or, whether the company derives a
significant
<PAGE>
T. ROWE PRICE
proportion (at least 50%) of its revenues or profits from goods produced or
sold, investments made, or services performed in the country or has at least
50% of its assets situated in that country.
Each of these funds will invest at least 65% of its total assets in companies
located (as defined above) in the respective countries or regions indicated.
International Stock, International Discovery, International Growth & Income,
and Global Stock Funds
Each fund will invest at least 65% of its total assets in a manner which
reflects its international or global character, respectively. In the case of
the international funds, this requires that the funds invest in at least
three countries outside of the U.S. For the global fund, this means that the
fund must invest in at least three countries, one of which may include the
U.S.
FINANCIAL HIGHLIGHTS
----------------------------------------------------------
Table 5, which provides information about each fund's financial history, is
based on a single share outstanding throughout each fiscal year. Each fund's
section of the table is part of the fund's financial statements, which are
included in its annual report and are incorporated by reference into the
Statement of Additional Information (available upon request). The total
returns in the table represent the rate that an investor would have earned or
lost on an investment in each fund (assuming reinvestment of all dividends
and distributions). The financial statements in the annual report were
audited by the funds' independent accountants, PricewaterhouseCoopers LLP.
<TABLE>
Table 5 Financial Highlights
Footnotes
are on page 36.
<CAPTION>
Income From Investment Operations Less Distributions
Net gains or
Net asset losses on Dividends
Period value, Net securities Total from (from net Distributions
ended beginning investment (both realized investment investment (from capital Returns of Total
10/31 of period income and unrealized) operations income) gains) capital distributions
<S> <C> <C> <C> <C> <C> <C> <C> <C> <S>
International Stock
1995 $12.84 $ 0.18 $(0.19) $(0.01) $(0.12) $(0.62) -- (0.74)
------------------------------------------------------------------------------------------------------------------
1996 12.09 0.19 1.57 1.76 (0.18) (0.20) -- (0.38)
------------------------------------------------------------------------------------------------------------------
1997 13.47 0.19 0.86 1.05 (0.18) (0.20) -- (0.38)
------------------------------------------------------------------------------------------------------------------
1998 14.14 0.23 0.77 1.00 (0.20) (0.55) -- (0.75)
------------------------------------------------------------------------------------------------------------------
1999 14.39 0.17 2.71 2.88 (0.22) (0.35) -- (0.57)
International Growth & Income
1999/h/ $10.00 $ 0.16/g/ $ 0.84 $ 1.00 -- -- --
---------------------------------------------------------------------------------------------------------------------------------
Global Stock
1996/d/ $10.00 $ 0.05/e/ $ 1.30 $ 1.35 -- -- --
------------------------------------------------------------------------------------------------------------------
1997 11.35 0.06/e/ 1.84 1.90 $(0.06) $(0.18) -- $(0.24)
------------------------------------------------------------------------------------------------------------------
1998 13.01 0.09/e/ 1.52 1.61 (0.06) (0.53) -- (0.59)
-----------------------------------------------------------------------------------------------------------------------
1999 14.03 0.05/e/ 3.24 3.29 (0.10) (0.45) -- (0.55)
International Discovery
1995 $17.63 $ 0.10 $(2.38) $(2.28) $(0.06) $(0.87) -- (0.93)
------------------------------------------------------------------------------------------------------------------
1996 14.43 0.07 1.59 1.66 (0.10) (0.02) -- (0.12)
------------------------------------------------------------------------------------------------------------------
1997 15.97 0.02 0.25 0.27 (0.07) (0.06) -- (0.13)
------------------------------------------------------------------------------------------------------------------
1998 16.11 0.05 (0.92) (0.87) -- (0.25) -- (0.25)
------------------------------------------------------------------------------------------------------------------
1999 14.99 (0.03) 12.09 12.06 (0.01) (0.30) -- (0.31)
Emerging Markets Stock
1995/b/ $10.00 $ 0.02/c/ $ 0.44 $ 0.46 -- -- --
------------------------------------------------------------------------------------------------------------------
1996 10.48 0.02/c/ 1.08 1.10 $(0.01) -- -- (0.01)
------------------------------------------------------------------------------------------------------------------
1997 11.59 0.02/c/ (0.23) (0.21) (0.04) $(0.30) -- (0.34)
------------------------------------------------------------------------------------------------------------------
1998 11.08 0.05/c/ (3.06) (3.01) -- (0.15) -- (0.15)
------------------------------------------------------------------------------------------------------------------
1999 7.95 (0.01)/c/ 3.18 3.17 (0.04) -- -- (0.04)
European Stock
1995 $12.72 $ 0.20 $ 1.60 $ 1.80 $(0.12) $(0.05) -- (0.17)
------------------------------------------------------------------------------------------------------------------
1996 14.35 0.25 2.79 3.04 (0.21) (0.25) -- (0.46)
------------------------------------------------------------------------------------------------------------------
1997 16.93 0.25 3.12 3.37 (0.26) (0.20) -- (0.46)
------------------------------------------------------------------------------------------------------------------
1998 19.84 0.28 3.52 3.80 (0.25) (1.01) -- (1.26)
------------------------------------------------------------------------------------------------------------------
1999 22.38 0.23 2.14 2.37 (0.28) (2.18) -- (2.46)
Japan
1995 $11.64 $(0.04) $(1.40) $(1.44) -- $(0.81) -- (0.81)
------------------------------------------------------------------------------------------------------------------
1996 9.39 (0.05) (0.32) (0.37) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1997 9.02 (0.03) (1.02) (1.05) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1998 7.97 (0.03) (1.22) (1.25) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1999 6.72 (0.02) 6.92 6.90 -- -- -- --
Latin America
1995 $10.32 $ 0.05 $(3.92) $(3.87) -- -- -- --
------------------------------------------------------------------------------------------------------------------
1996 6.49 0.10 1.60 1.70 $(0.06) -- --
------------------------------------------------------------------------------------------------------------------
1997 8.14 0.13 1.44 1.57 (0.11) $(0.03) -- (0.14)
------------------------------------------------------------------------------------------------------------------
1998 9.60 0.16 (2.45) (2.29) (0.12) -- -- (0.12)
------------------------------------------------------------------------------------------------------------------
1999 7.22 0.09 0.86 0.95 (0.14) -- -- (0.14)
---------------------------------------------------------------------------------------------------------------------------------
New Asia
1995 $10.07 $ 0.08 $(1.07) $(0.99) $(0.07) $(0.89) -- (0.96)
------------------------------------------------------------------------------------------------------------------
1996 8.12 0.06 0.55 0.61 (0.09) -- -- (0.09)
------------------------------------------------------------------------------------------------------------------
1997 8.64 0.09 (2.71) (2.62) (0.06) (0.01) -- (0.07)
------------------------------------------------------------------------------------------------------------------
1998 5.95 0.13 (1.07) (0.94) (0.08) -- -- (0.08)
------------------------------------------------------------------------------------------------------------------
1999 4.93 0.05 2.31 2.36 (0.09) -- -- (0.09)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ABOUT THE FUNDS
<PAGE>
T. ROWE PRICE
<TABLE>
Table 5 Financial Highlights
<CAPTION>
Net Asset Value Ratios/Supplemental Data
Redemption Ratio of Ratio of
Period fees added Net asset Net assets, expenses net investment
ended to paid-in- value, end end of period to average income to Portfolio
10/31 capital of period Total return/f/ (in thousands) net assets average net assets turnover rate
<S> <C> <C> <C> <C> <C> <C> <C> <S>
International Stock
1995 -- $12.09 0.38% $ 6,385,905 0.91% 1.56% 17.8%
----------------------------------------------------------------------------------------------------------------
1996 -- 13.47 14.87 8,775,736 0.88 1.58 11.6
----------------------------------------------------------------------------------------------------------------
1997 -- 14.14 7.90 10,005,170 0.85 1.33 15.8
----------------------------------------------------------------------------------------------------------------
1998 -- 14.39 7.48 9,537,129 0.85 1.50 12.2
----------------------------------------------------------------------------------------------------------------
1999 -- 16.70 20.67 10,615,338 0.85 1.05 17.6
International Growth & Income
1999 -- $11.00 10.00%/g/ $ 9,776 1.25%/ag/ 1.87%/ag/ 35.8%/a/
Global Stock
1996/d/ -- $11.35 13.50%/e/ $ 14,916 1.30%/ae/ 0.88%/ae/ 50.0%/a/
----------------------------------------------------------------------------------------------------------------
1997 -- 13.01 16.98/e/ 32,020 1.30/e/ 0.68/e/ 41.8
----------------------------------------------------------------------------------------------------------------
1998 -- 14.03 12.89/e/ 44,116 1.20/e/ 0.76/e/ 47.1
----------------------------------------------------------------------------------------------------------------
1999 -- 16.77 24.17/e/ 73,837 1.20/e/ 0.40/e/ 37.5
International Discovery
1995 $0.01 $14.43 (13.06)% $ 325,374 1.50% 0.55% 43.5%
----------------------------------------------------------------------------------------------------------------
1996 -- 15.97 11.60 325,639 1.45 0.40 52.0
----------------------------------------------------------------------------------------------------------------
1997 -- 16.11 1.69 254,430 1.41 0.13 72.7
----------------------------------------------------------------------------------------------------------------
1998 -- 14.99 (5.40) 189,001 1.47 0.25 34.2
----------------------------------------------------------------------------------------------------------------
1999 0.01 26.75 82.11 381,462 1.42 (0.17) 98.2
Emerging Markets Stock
1995/b/ $0.02 $10.48 4.80%/c/ $ 14,399 1.75%/ac/ 0.54%/ac/ 28.8%/a/
----------------------------------------------------------------------------------------------------------------
1996 0.02 11.59 10.69/c/ 67,896 1.75/c/ 0.44/c/ 41.7
----------------------------------------------------------------------------------------------------------------
1997 0.04 11.08 (1.60)/c/ 119,285 1.75/c/ 0.21/c/ 84.3
----------------------------------------------------------------------------------------------------------------
1998 0.03 7.95 (27.31)/c/ 69,752 1.75/c/ 0.46/c/ 54.5
----------------------------------------------------------------------------------------------------------------
1999 -- 11.08 40.08/c/ 108,418 1.75/c/ (0.14)/c/ 59.0
-------------------------------------------------------------------------------------------------------------------------------
European Stock
1995 -- $14.35 14.41% $ 490,573 1.20% 1.75% 17.2%
----------------------------------------------------------------------------------------------------------------
1996 -- 16.93 21.76 704,887 1.12 1.81 14.1
----------------------------------------------------------------------------------------------------------------
1997 -- 19.84 20.30 984,083 1.06 1.41 17.5
----------------------------------------------------------------------------------------------------------------
1998 -- 22.38 20.12 1,412,008 1.05 1.39 26.8
----------------------------------------------------------------------------------------------------------------
1999 -- 22.29 11.44 1,382,168 1.05 0.97 15.7
Japan
1995 -- $ 9.39 (12.87)% $ 181,383 1.50% (0.48)% 62.4%
----------------------------------------------------------------------------------------------------------------
1996 -- 9.02 (3.94) 167,118 1.32 (0.48) 29.8
----------------------------------------------------------------------------------------------------------------
1997 -- 7.97 (11.64) 170,830 1.24 (0.39) 32.3
----------------------------------------------------------------------------------------------------------------
1998 -- 6.72 (15.68) 150,949 1.32 (0.37) 66.9
----------------------------------------------------------------------------------------------------------------
1999 -- 13.62 102.68 513,739 1.14 (0.27) 58.8
Latin America
1995 $0.04 $ 6.49 (37.11)% $ 148,600 1.82% 0.76% 18.9%
----------------------------------------------------------------------------------------------------------------
1996 0.01 8.14 26.52 213,691 1.66 1.29 22.0
----------------------------------------------------------------------------------------------------------------
1997 0.03 9.60 19.94 398,066 1.47 1.30 32.7
----------------------------------------------------------------------------------------------------------------
1998 0.03 7.22 (23.93) 204,761 1.53 1.35 19.0
----------------------------------------------------------------------------------------------------------------
1999 -- 8.03 13.57 200,385 1.62 1.05 43.2
New Asia
1995 -- $ 8.12 (9.70)% $ 1,908,893 1.15% 0.97% 63.7%
----------------------------------------------------------------------------------------------------------------
1996 -- 8.64 7.58 2,041,396 1.11 0.66 42.0
----------------------------------------------------------------------------------------------------------------
1997 -- 5.95 (30.61) 876,787 1.10 0.76 41.8
----------------------------------------------------------------------------------------------------------------
1998 -- 4.93 (15.97) 632,836 1.29 2.33 68.1
----------------------------------------------------------------------------------------------------------------
1999 -- 7.20 48.73 995,829 1.21 0.87 69.9
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ABOUT THE FUNDS
/a/ Annualized.
/b/For the period March 31, 1995 (commencement of operations) to October 31,
1995.
/c/
Excludes expenses in excess of a 1.75% voluntary expense limitation in effect
through October 31, 1999.
/d/
For the period December 29, 1995 (commencement of operations) to October 31,
1996.
/e/
Excludes expenses in excess of a 1.30% voluntary expense limitation in effect
through October 31, 1997, and a 1.20% voluntary expense limitation in effect
through October 31, 1999.
/f/Total return reflects the rate that an investor would have earned on an
investment in the fund during each period, assuming reinvestment of all
distributions.
/g/
Excludes expenses in excess of a 1.25% voluntary expense limitation in effect
through October 31, 2000.
/h/
For the period December 21, 1998 (commencement of operations) to October 31,
1999.
<PAGE>
T. ROWE PRICE
ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
----------------------------------------------------------
Tax Identification Number
We must have your correct Social Security or corporate tax identification number
on a signed New Account Form or W-9 Form. Otherwise, federal law requires the
funds to withhold a percentage (currently 31%) of your dividends, capital gain
distributions, and redemptions, and may subject you to an IRS fine. If this
information is not received within 60 days after your account is established,
your account may be redeemed, priced at the NAV on the date of redemption.
Always verify your transactions by carefully reviewing the confirmation we send
you. Please report any discrepancies to Shareholder Services promptly.
Employer-Sponsored Retirement Plans and Institutional Accounts T. Rowe Price
Trust Company 1-800-492-7670
Transaction procedures in the following sections may not apply to
employer-sponsored retirement plans and institutional accounts. For procedures
regarding employer-sponsored retirement plans, please call T. Rowe Price Trust
Company or consult your plan administrator. For institutional account
procedures, please call your designated account manager or service
representative.
OPENING A NEW ACCOUNT
----------------------------------------------------------
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts
Account Registration
If you own other T. Rowe Price funds, be sure to register any new account just
like your existing accounts so you can exchange among them easily. (The name and
account type would have to be identical.)
By Mail
Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check, together with the New Account Form, to the
appropriate address in the next paragraph. We do not accept third-party checks
to open new accounts, except for IRA Rollover checks that are properly endorsed.
In addition, the fund does not accept purchases made by credit card check.
<PAGE>
INVESTING WITH T. ROWE PRICE
Mail via United States Postal Service
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300
Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17300 4515 Painters Mill Road Owings
Mills, MD 21117-4903
By Wire
Call Investor Services for an account number and give the following wire
information to your bank:
Receiving Bank: PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#: 043000096
Beneficiary: T. Rowe Price [fund name] Beneficiary Account: 1004397951
Originator to Beneficiary Information (OBI): name of owner(s) and account
number
Complete a New Account Form and mail it to one of the appropriate addresses
listed previously.
Note: No services will be established and IRS penalty withholding may occur
until we receive a signed New Account Form. Also, retirement plan accounts and
IRAs cannot be opened by wire.
By Exchange
Call Shareholder Services or use Tele*Access or your personal computer (see
Automated Services under Information About Your Services). The new account will
have the same registration as the account from which you are exchanging.
Services for the new account may be carried over by telephone request if
preauthorized on the existing account. For limitations on exchanging, see
explanation of Excessive Trading under Transaction Procedures and Special
Requirements.
In Person
Drop off your New Account Form at any location listed on the back cover and
obtain a receipt.
<PAGE>
T. ROWE PRICE
PURCHASING ADDITIONAL SHARES
----------------------------------------------------------
$100 minimum purchase; $50 minimum for retirement plans, Automatic Asset
Builder, and gifts or transfers to minors (UGMA/UTMA) accounts.
By ACH Transfer
Use Tele*Access or your personal computer or call Investor Services if you have
established electronic transfers using the ACH network.
By Wire
Call Shareholder Services or use the wire address listed in Opening a New
Account.
By Mail
1. Make your check payable to T. Rowe Price Funds (otherwise it may be
returned).
2. Mail the check to us at the following address with either a fund
reinvestment slip or a note indicating the fund you want to buy and your fund
account number.
3. Remember to provide your account number and the fund name on the memo line
of your check.
Mail via United States Postal Service
T. Rowe Price Funds Account Services P.O. Box 17300 Baltimore, MD 21297-1300
/(For //mail via private carriers and overnight services//, see previous /
/section.)/
By Automatic Asset Builder
Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.
EXCHANGING AND REDEEMING SHARES
----------------------------------------------------------
Exchange Service
You can move money from one account to an existing identically registered
account or open a new identically registered account. Remember, exchanges are
purchases and sales for tax purposes. (Exchanges into a state tax-free fund are
limited to investors living in states where the fund is registered.)
Redemptions
Redemption proceeds can be mailed to your account address, sent by ACH transfer
to your bank, or wired to your bank (provided your bank information is already
<PAGE>
ABOUT THE FUNDS
on file). For charges, see Electronic Transfers - By Wire under Information
About Your Services.
Some of the T. Rowe Price funds may impose a redemption fee of 0.5% to 2% on
shares held for less than six months, one year, or two years, as specified in
the prospectus. The fee is paid to the fund.
By Phone
Call Shareholder Services
If you find our phones busy during unusually volatile markets, please consider
placing your order by your personal computer or Tele*Access (if you have
previously authorized these services), mailgram, or express mail. For exchange
policies, please see Transaction Procedures and Special Requirements - Excessive
Trading.
By Mail
For each account involved, provide the account name, number, fund name, and
exchange or redemption amount. For exchanges, be sure to specify any fund you
are exchanging out of and the fund or funds you are exchanging into. T. Rowe
Price requires the signatures of all owners exactly as registered, and possibly
a signature guarantee (see Transaction Procedures and Special Requirements -
Signature Guarantees). Please use the appropriate address below:
Mail via United States Postal Service
for nonretirement and IRA accounts
T. Rowe Price Account Services P.O. Box 17302 Baltimore, MD 21297-1302
Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17302 4515 Painters Mill Road Owings
Mills, MD 21117-4903
For employer-sponsored retirement accounts
via U.S. Postal Service:
T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479
<PAGE>
T. ROWE PRICE
via private carriers and overnight services:
T. Rowe Price Trust Company Mailcode 17479 4515 Painters Mill Road Owings Mills,
MD 21117-4903
Redemptions from employer-sponsored retirement accounts must be in writing;
please call T. Rowe Price Trust Company or your plan administrator for
instructions. IRA distributions may be requested in writing or by telephone;
please call Shareholder Services to obtain an IRA Distribution Form or an IRA
Shareholder Services Form to authorize the telephone redemption service.
RIGHTS RESERVED BY THE FUNDS
----------------------------------------------------------
Each fund and its agents reserve the following rights: (1) to waive or lower
investment minimums; (2) to accept initial purchases by telephone or mailgram;
(3) to refuse any purchase or exchange order; (4) to cancel or rescind any
purchase or exchange order (including, but not limited to, orders deemed to
result in excessive trading, market timing, fraud, or 5% ownership) upon notice
to the shareholder within five business days of the trade or if the written
confirmation has not been received by the shareholder, whichever is sooner; (5)
to freeze any account and suspend account services when notice has been received
of a dispute between the registered or beneficial account owners or there is
reason to believe a fraudulent transaction may occur; (6) to otherwise modify
the conditions of purchase and any services at any time; and (7) to act on
instructions believed to be genuine. These actions will be taken when, in the
sole discretion of management, they are deemed to be in the best interest of the
fund.
In an effort to protect each fund from the possible adverse effects of a
substantial redemption in a large account, as a matter of general policy, no
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to purchase in excess of 5% of the
outstanding shares of the fund, except upon approval of the fund's management.
<PAGE>
ABOUT THE FUNDS
INFORMATION ABOUT YOUR SERVICES
----------------------------------------------------------
Shareholder Services 1-800-225-5132 Investor Services 1-800-638-5660
Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically, and others you must authorize or request on the New
Account Form. By signing up for services on the New Account Form rather than
later on, you avoid having to complete a separate form and obtain a signature
guarantee. This section discusses some of the services currently offered. Our
Services Guide, which we mail to all new shareholders, contains detailed
descriptions of these and other services.
Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.
Retirement Plans
We offer a wide range of plans for individuals, institutions, and large and
small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, Keoghs
(profit sharing, money purchase pension), 401(k)s, and 403(b)(7)s. For
information on IRAs, call Investor Services. For information on all other
retirement plans, including our no-load variable annuity, please call our Trust
Company at 1-800-492-7670.
Automated Services Tele*Access 1-800-638-2587 24 hours, 7 days
Tele*Access
24-hour service via a toll-free number enables you to (1) access information on
fund yields, prices, distributions, account balances, and your latest
transaction; (2) request checks, prospectuses, services forms, duplicate
statements, and tax forms; and (3) initiate purchase, redemption, and exchange
transactions in your accounts (see Electronic Transfers in this section).
Web Address www.troweprice.com
After authorizing this service, account transactions may also be conducted
through our Web site on the Internet. If you subscribe to America Online/(R)/,
you can access our Web site via keyword "T. Rowe Price" and conduct transactions
in your account.
Plan Account Line 1-800-401-3279
Plan Account Line
This 24-hour service is similar to Tele*Access but is designed specifically to
meet the needs of retirement plan investors.
<PAGE>
T. ROWE PRICE
Telephone and Walk-In Services
Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our investor center locations whose addresses are listed on
the back cover.
Electronic Transfers
By ACH
With no charges to pay, you can initiate a purchase or redemption for as little
as $100 or as much as $100,000 between your bank account and fund account using
the ACH network. Enter instructions via Tele*Access or your personal computer,
or call Shareholder Services.
By Wire
Electronic transfers can be conducted via bank wire. There is currently a $5 fee
for wire redemptions under $5,000, and your bank may charge for incoming or
outgoing wire transfers regardless of size.
Checkwriting
(Not available for equity funds, or the High Yield or Emerging Markets Bond
Funds) You may write an unlimited number of free checks on any money market
fund, and most bond funds, with a minimum of $500 per check. Keep in mind,
however, that a check results in a redemption; a check written on a bond fund
will create a taxable event which you and we must report to the IRS.
Automatic Investing
($50 minimum) You can invest automatically in several different ways, including:
Automatic Asset Builder
You instruct us to move $50 or more from your bank account, or you can instruct
your employer to send all or a portion of your paycheck to the fund or funds you
designate.
Automatic Exchange
You can set up systematic investments from one fund account into another, such
as from a money fund into a stock fund.
<PAGE>
ABOUT THE FUNDS
T. ROWE PRICE BROKERAGE
----------------------------------------------------------
To Open an Account 1-800-638-5660 For Existing Brokerage Investors
1-800-225-7720
Investments available through our brokerage service include stocks, options,
bonds, and others at commission savings over full-service brokers*. We also
provide a wide range of services, including:
Automated Telephone and Computer Services
You can enter stock and option orders, access quotes, and review account
information around the clock by phone with Tele-Trader or via the Internet with
Internet-Trader. Any trades entered through Tele-Trader save you an additional
10% on commissions. For stock trades entered through Internet-Trader, you will
pay a commission of $24.95 for up to 1,000 shares plus $.02 for each share over
1,000. Option trades entered through Internet-Trader save you 10% over our
standard commission schedule. All trades are subject to a $35 minimum commission
except stock trades placed through Internet-Trader.
Investor Information
A variety of informative reports, such as our Brokerage Insights series and S&P
Market Month newsletter, as well as access to on-line research tools can help
you better evaluate economic trends and investment opportunities.
Dividend Reinvestment Service
If you elect to participate in this service, the cash dividends from the
eligible securities held in your account will automatically be reinvested in
additional shares of the same securities free of charge. Dividend payments must
be $10.00 or greater to qualify for reinvestment. Most securities listed on
national securities exchanges or on Nasdaq are eligible for this service.
/*Services //v//ary //b//y //f//irm./
/T. Rowe Price// Brokerage is a division of //T. Rowe Price// Investment /
/Services, Inc., Member NASD/SIPC./
<PAGE>
T. ROWE PRICE
INVESTMENT INFORMATION
----------------------------------------------------------
To help shareholders monitor their current investments and make decisions that
accurately reflect their financial goals, T. Rowe Price offers a wide variety of
information in addition to account statements. Most of this information is also
available on our Web site at www.troweprice.com.
Shareholder Reports
Fund managers' reviews of their strategies and performance. If several members
of a household own the same fund, only one fund report is mailed to that
address. To receive additional copies, please call Shareholder Services or write
to us at P.O. Box 17630, Baltimore, Maryland 21297-1630.
The T. Rowe Price Report
A quarterly investment newsletter discussing markets and financial strategies.
Performance Update
A quarterly review of all T. Rowe Price fund results.
Insights
Educational reports on investment strategies and financial markets.
Investment Guides
Asset Mix Worksheet, College Planning Kit, Diversifying Overseas: A T. Rowe
Price Guide to International Investing, Managing Your Retirement Distribution,
Personal Strategy Planner, Retirees Financial Guide, Retirement Planning Kit,
and Tax Considerations for Investors.
<PAGE>
ABOUT THE FUNDS
<PAGE>
T. ROWE PRICE
<PAGE>
ABOUT THE FUNDS
<PAGE>
To help you achieve your financial goals, T. Rowe Price offers a wide range of
stock, bond, and money market investments, as well as convenient services and
informative reports.
A fund Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated by reference into this prospectus.
Further information about fund investments, including a review of market
conditions and the manager's recent strategies and their impact on performance,
is available in the annual and semiannual shareholder reports. To obtain free
Fund reports and Statements of Additional Information are also available from
the Securities and Exchange Commission by calling 1-800-SEC-0330 or by writing
the SEC's Public Reference Section, Washington, D.C. 20549-6009 (you will be
charged a duplicating fee); by visiting the SEC's public reference room; or by
consulting the SEC's Web site at www.sec.gov.
900 17th Street, N.W. Farragut Square
For retirement plan investors: The appropriate 800 number appears on your
retirement account statement.
(LOGO)
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202
C01-040 3/1/00
1940 Act File No. 811-2958
<PAGE>
PROSPECTUS
March 1, 2000
T. ROWE PRICE
International Stock Fund
A stock fund seeking long-term capital growth through investments in non-U.S.
companies.
(T. ROWE PRICE RAM LOGO)
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>
T. Rowe Price International Funds, Inc.
T. Rowe Price International Stock Fund
Prospectus
March 1, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABOUT THE FUND
1
Objective, Strategy, Risks, and Expenses 1
-----------------------------------------------
Other Information About the Fund 5
-----------------------------------------------
ABOUT YOUR ACCOUNT
2
Pricing Shares and Receiving 7
Sale Proceeds
-----------------------------------------------
Distributions and Taxes 8
-----------------------------------------------
Transaction Procedures and 11
Special Requirements
-----------------------------------------------
MORE ABOUT THE FUND
3
Organization and Management 14
-----------------------------------------------
Understanding Performance Information 17
-----------------------------------------------
Investment Policies and Practices 18
-----------------------------------------------
Financial Highlights 22
-----------------------------------------------
INVESTING WITH T. ROWE PRICE
4
Account Requirements 24
and Transaction Information
-----------------------------------------------
Opening a New Account 24
-----------------------------------------------
Purchasing Additional Shares 26
-----------------------------------------------
Exchanging and Redeeming 26
-----------------------------------------------
Rights Reserved by the Fund 28
-----------------------------------------------
Information About Your 29
Services
-----------------------------------------------
T. Rowe Price 31
Brokerage
-----------------------------------------------
Investment Information 32
-----------------------------------------------
</TABLE>
Rowe Price-Fleming International, Inc. ("Price-Fleming"), the investment
manager, was founded in 1979 as a joint venture between T. Rowe Price
Associates, Inc. and Robert Fleming Holdings, Ltd. As of December 31, 1999,
Price-Fleming managed $42.6 billion in foreign stocks and bonds through its
offices in Baltimore, London, Tokyo, Singapore, Hong Kong, Buenos Aires, and
Paris.
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other government agency, and are subject to investment risks, including
possible loss of the principal amount invested.
<PAGE>
ABOUT THE FUND
OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
----------------------------------------------------------
To help you decide whether this fund is appropriate for you, this section
reviews its major characteristics.
What is the fund's objective?
The fund seeks long-term growth of capital through investments primarily in
the common stocks of established, non-U.S. companies.
What is the fund's principal investment strategy?
We expect to invest substantially all of the fund's assets outside the U.S.
and to diversify broadly among developed and emerging countries throughout
the world. Stock selection reflects a growth style. We may purchase the
stocks of companies of any size, but our focus will typically be on large
and, to a lesser extent, medium-sized companies.
Growth Investing
Selection of common stocks reflects a growth style. Price-Fleming employs
in-depth fundamental research in an effort to identify companies capable of
achieving and sustaining above-average, long-term earnings growth. We seek
to purchase such stocks at reasonable prices in relation to present or
anticipated earnings, cash flow, or book value, and valuation factors often
influence our allocations among large-, mid-, or small-cap shares.
While we invest with an awareness of the global economic backdrop and our
outlook for individual countries, bottom-up stock selection is the focus of
our decision-making. Country allocation is driven largely by stock
selection, though we may limit investments in markets that appear to have
poor overall prospects.
In selecting stocks, we generally favor companies with one or more of the
following characteristics:
. leading market position;
. attractive business niche;
. strong franchise or natural monopoly;
. technological leadership or proprietary advantages;
. seasoned management;
. earnings growth and cash flow sufficient to support growing dividends;
and
. healthy balance sheet with relatively low debt.
<PAGE>
T. ROWE PRICE
While the fund invests primarily in common stocks, to a lesser extent we may
also purchase other securities, including futures and options, in keeping
with the fund's objective.
The fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.
What are the main risks of investing in the fund?
As with all stock funds, this fund's share price can fall because of weakness
in one or more of its primary equity markets, a particular industry, or
specific holdings. Stock markets can decline for many reasons, including
adverse political or economic developments, changes in investor psychology,
or heavy institutional selling. The prospects for an industry or company may
deteriorate because of a variety of factors, including disappointing earnings
or changes in the competitive environment. In addition, our assessment of
companies held in the fund may prove incorrect, resulting in losses or poor
performance even in rising markets.
Even investments in countries with highly developed economies are subject to
significant risks. For example, Japanese stocks were in a steep decline for
much of the 1990s.
Funds that invest overseas generally carry more risk than funds that invest
strictly in U.S. assets. Some particular risks affecting this fund include
the following:
. Currency risk This refers to a decline in the value of a foreign currency
versus the U.S. dollar, which reduces the dollar value of securities
denominated in that currency. The overall impact on a fund's holdings can be
significant and long-lasting depending on the currencies represented in the
portfolio, how each one appreciates or depreciates in relation to the U.S.
dollar, and whether currency positions are hedged. Under normal conditions,
the fund does not engage in extensive foreign currency hedging programs.
Further, exchange rate movements are unpredictable and it is not possible to
effectively hedge the currency risks of many developing countries.
. Geographic risk The economies and financial markets of certain regions-such
as Latin America and Asia-can be highly interdependent and may decline all at
the same time.
. Emerging market risk To the extent the fund invests in emerging markets, it
is subject to greater risk than a fund investing only in developed markets.
The economic and political structures of developing nations, in most cases,
do not compare favorably with the U.S. or other developed countries in terms
of wealth and stability, and their financial markets often lack liquidity.
Fund performance will likely be negatively affected by portfolio exposure to
nations in the midst of hyperinflation, currency devaluation, trade
disagreements, sudden political upheaval, or interventionist government
policies. Significant buying or selling
<PAGE>
ABOUT THE FUND
actions by a few major investors may also heighten the volatility of emerging
markets. These factors make investing in such countries significantly riskier
than in other countries and any one of them could cause the fund's share
price to decline.
. Other risks of foreign investing Other risks result from the varying stages
of economic and political development, the differing regulatory environments,
trading days, and accounting standards, and higher transaction costs of
non-U.S. markets. Investments outside the United States could be subject to
actions such as capital or currency controls, nationalizing a company or
industry, expropriating assets, or imposing punitive taxes which would have
an adverse effect on the fund.
. While certain countries have made progress in economic growth,
liberalization, fiscal discipline, and political and social stability, there
is no assurance these trends will continue.
. Futures/options risk To the extent the fund uses futures and options, it is
exposed to additional volatility and potential losses.
As with any mutual fund, there can be no guarantee the fund will achieve its
objective.
. The fund's share price may decline, so when you sell your shares, you may
lose money.
How can I tell if the fund is appropriate for me?
Consider your investment goals, your time horizon for achieving them, and
your tolerance for the inherent risk of common stock and international
investments. If you want to diversify your domestic stock portfolio by adding
foreign investments, seek the long-term capital appreciation potential of
growth stocks, and are comfortable with the risks that accompany foreign
investments, the fund could be an appropriate part of your overall investment
strategy.
The fund can be used in both regular and tax-deferred accounts, such as IRAs.
. The fund should not represent your complete investment program or be used
for short-term trading purposes.
How has the fund performed in the past?
The bar chart showing calendar year returns and the average annual total
return table indicate risk by illustrating how much returns can differ from
one year to the next and over time. Fund past performance is no guarantee of
future returns.
The fund can also experience short-term performance swings, as shown by the
best and worst calendar quarter returns during the years depicted in the
chart.
<PAGE>
T. ROWE PRICE
<TABLE>
<CAPTION>
Calendar Year Total Returns
"90" "91" "92" "93" "94" "95" "96" "97" "98" "99"
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-8.89 15.87 -3.47 40.11 -0.76 11.39 15.99 2.70 16.14 34.60
----------------------------------------------------------------------
</TABLE>
Quarter ended Total return
Best quarter 12/31/99 24.70%
Worst quarter 9/30/90 -18.70%
<TABLE>
Table 1 Average Annual Total Returns
<CAPTION>
Periods ended December 31, 1999
1 year 5 years 10 years/ /
--------------------------------------------------------------------------
<S> <C> <C> <C>
International Stock Fund 34.60% 15.71% 11.38%
MSCI EAFE Index 27.30 13.15 7.33
Lipper International Funds Average/ / 40.80 15.05 10.22
--------------------------------------------------------------------------
</TABLE>
These figures include changes in principal value, reinvested dividends, and
capital gain distributions, if any.
What fees or expenses will I pay?
The fund is 100% no load. There are no fees or charges to buy or sell fund
shares, reinvest dividends, or exchange into other T. Rowe Price funds. There
are no 12b-1 fees. Like all mutual funds, the fund charges the following:
. A management fee The percent of fund assets paid to the fund's investment
manager. The fund's fee comprises a group fee, 0.32% as of December 31, 1999,
and an individual fund fee of 0.35%.
. "Other" administrative expenses Primarily the servicing of shareholder
accounts, such as providing statements and reports, disbursing dividends, and
providing custodial services.
<PAGE>
ABOUT THE FUND
<TABLE>
Table 2 Fees and Expenses of the Fund
<CAPTION>
Annual fund operating expenses
(expenses that are deducted from fund assets)
-------------------------------------------------------------------------------------
<S> <C>
Management fee 0.67%/ // /
Other expenses 0.18%
Total annual fund operating 0.85%/ // /
expenses
-------------------------------------------------------------------------------------
</TABLE>
Example. The following table gives you a rough idea of how expense ratios
may translate into dollars and helps you to compare the cost of investing in
this fund with that of other funds. Although your actual costs may be higher
or lower, the table shows how much you would pay if operating expenses remain
the same, you invest $10,000, you earn a 5% annual return, and you hold the
investment for the following periods:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
----------------------------------------------------
<S> <C> <C> <C>
$87 $271 $471 $1,049
----------------------------------------------------
</TABLE>
OTHER INFORMATION ABOUT THE FUND
----------------------------------------------------------
What are some of the potential rewards of investing overseas through the fund?
Investing abroad increases the opportunities available to you. Many foreign
countries may have greater potential for economic growth than the U.S.
Foreign investments also provide effective diversification for an all-U.S.
portfolio, since historically their returns have not moved in sync with U.S.
stocks over long time periods. Investing a portion of your overall portfolio
in foreign stock funds can enhance your diversification while providing the
opportunity to boost long-term returns.
How does the portfolio manager try to reduce risk?
The principal tools we use to try to reduce risk are intensive research and
diversification. Currency hedging techniques may be used from time to time.
. Price-Fleming employs a team of experienced portfolio managers and analysts,
with offices in London, Tokyo, Singapore, Hong Kong, Buenos Aires, Paris, and
Baltimore. Portfolio managers keep close watch on individual investments as
well as on political and economic trends in each country and region. Holdings
are adjusted according to the manager's analysis and outlook.
. Diversification significantly reduces, but does not eliminate, risk. The
impact on the fund's share price from a drop in the price of a particular
stock is reduced substantially by investing in a portfolio with dozens of
different companies. Likewise, the impact of unfavorable developments in a
particular country is reduced
<PAGE>
T. ROWE PRICE
when investments are spread among many countries. However, the economies and
financial markets of countries in a certain region may be influenced heavily
by one another.
. Though the fund doesn't normally engage in extensive currency hedging, fund
managers can employ currency forwards and options to hedge the risk to the
portfolio when foreign exchange movements are expected to be unfavorable for
U.S. investors. In a general sense, these tools allow a manager to lock in a
specified exchange rate for a stated period of time. (For more details,
please see Foreign Currency Transactions under Investment Policies and
Practices.) If the manager's forecast proves to be wrong, such a hedge may
cause a loss. Also, it may be difficult or impractical to hedge currency risk
in many emerging countries.
Is there other information I can review before making a decision?
Investment Policies and Practices in Section 3 discusses various types of
portfolio securities the fund may purchase as well as types of management
practices the fund may use.
<PAGE>
ABOUT YOUR ACCOUNT
PRICING SHARES AND RECEIVING SALE PROCEEDS
----------------------------------------------------------
Here are some procedures you should know when investing in a T. Rowe Price
fund.
How and when shares are priced
The share price (also called "net asset value" or NAV per share) for the fund
is calculated at the close of the New York Stock Exchange, normally 4 p.m.
ET, each day the New York Stock Exchange is open for business. To calculate
the NAV, the fund's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. Current market values are used to price fund shares.
The fund's portfolio securities usually are valued on the basis of the most
recent closing market prices at 4 p.m. ET when the fund calculates its NAV.
Most of the securities in which the fund invests, however, are traded in
markets that close before that time. For securities primarily traded in the
Far East, for example, the most recent closing prices may be as much as 15
hours old at 4 p.m. Normally, developments that could affect the values of
portfolio securities that occur between the close of the foreign market and 4
p.m. ET will not be reflected in the fund's NAV. However, if the fund
determines that such developments are so significant that they will, in its
judgment, clearly and materially affect the value of the fund's securities,
the fund may adjust the previous closing prices to reflect what it believes
to be the fair value of the securities as of 4:00 p.m. ET. The fund may fair
value securities in other situations, for example, when a particular foreign
market is closed but the fund is open.
. The various ways you can buy, sell, and exchange shares are explained at the
end of this prospectus and on the New Account Form. These procedures may
differ for institutional and employer-sponsored retirement accounts.
How your purchase, sale, or exchange price is determined
If we receive your request in correct form by 4 p.m. ET, your transaction
will be priced at that day's NAV. If we receive it after 4 p.m., it will be
priced at the next business day's NAV.
We cannot accept orders that request a particular day or price for your
transaction or any other special conditions.
Fund shares may be purchased through various third-party intermediaries
including banks, brokers, and investment advisers. Where authorized by a
fund, orders will be priced at the NAV next computed after receipt by the
intermediary. Consult your intermediary to determine when your orders will be
priced. The intermediary may charge a fee for its services.
<PAGE>
T. ROWE PRICE
Note: The time at which transactions and shares are priced and the time until
which orders are accepted may be changed in case of an emergency or if the
New York Stock Exchange closes at a time other than 4 p.m. ET.
How you can receive the proceeds from a sale
. When filling out the New Account Form, you may wish to give yourself the
widest range of options for receiving proceeds from a sale.
If your request is received by 4 p.m. ET in correct form, proceeds are
usually sent on the next business day. Proceeds can be sent to you by mail or
to your bank account by Automated Clearing House (ACH) transfer or bank wire.
Proceeds sent by ACH transfer should be credited the second day after the
sale. ACH is an automated method of initiating payments from, and receiving
payments in, your financial institution account. The ACH system is supported
by over 20,000 banks, savings banks, and credit unions. Proceeds sent by bank
wire should be credited to your account the next business day.
. Exception: Under certain circumstances and when deemed to be in a fund's
best interests, your proceeds may not be sent for up to seven calendar days
after we receive your redemption request.
. If for some reason we cannot accept your request to sell shares, we will
contact you.
USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
----------------------------------------------------------
. All net investment income and realized capital gains are distributed to
shareholders.
Dividends and Other Distributions
Dividend and capital gain distributions are reinvested in additional fund
shares in your account unless you select another option on your New Account
Form. The advantage of reinvesting distributions arises from compounding;
that is, you receive income dividends and capital gain distributions on a
rising number of shares.
Distributions not reinvested are paid by check or transmitted to your bank
account via ACH. If the Post Office cannot deliver your check, or if your
check remains uncashed for six months, the fund reserves the right to
reinvest your distribution check in your account at the NAV on the day of the
reinvestment and to reinvest all subsequent distributions in shares of the
fund. No interest will accrue on amounts represented by uncashed distribution
or redemption checks.
<PAGE>
ABOUT THE FUND
Income dividends
. The fund declares and pays dividends (if any) annually.
. The dividends of the fund will not be eligible for the 70% deduction for
dividends received by corporations, if, as expected, none of the fund's
income consists of dividends paid by U.S. corporations.
Capital gains
. A capital gain or loss is the difference between the purchase and sale price
of a security.
. If a fund has net capital gains for the year (after subtracting any capital
losses), they are usually declared and paid in December to shareholders of
record on a specified date that month.
Tax Information
. You will be sent timely information for your tax filing needs.
You need to be aware of the possible tax consequences when:
. You sell fund shares, including an exchange from one fund to another.
. The fund makes a distribution to your account.
Taxes on fund redemptions
When you sell shares in any fund, you may realize a gain or loss. An exchange
from one fund to another is still a sale for tax purposes.
In January, you will be sent Form 1099-B indicating the date and amount of
each sale you made in the fund during the prior year. This information will
also be reported to the IRS. For most new accounts or those opened by
exchange in 1984 or later, we will provide the gain or loss on the shares you
sold during the year, based on the "average cost," single category method.
This information is not reported to the IRS, and you do not have to use it.
You may calculate the cost basis using other methods acceptable to the IRS,
such as "specific identification."
To help you maintain accurate records, we send you a confirmation immediately
following each transaction you make (except for systematic purchases and
redemptions) and a year-end statement detailing all your transactions in each
fund account during the year.
<PAGE>
T. ROWE PRICE
Taxes on fund distributions
. The following summary does not apply to retirement accounts, such as IRAs,
which are not subject to current tax.
In January, you will be sent Form 1099-DIV indicating the tax status of any
dividend and capital gain distributions made to you. This information will
also be reported to the IRS. Distributions are generally taxable to you for
the year in which they were paid. You will be sent any additional information
you need to determine your taxes on fund distributions, such as the portion
of your dividends, if any, that may be exempt from state income taxes.
The tax treatment of a capital gain distribution is determined by how long
the fund held the portfolio securities, not how long you held shares in the
fund. Short-term (one year or less) capital gain distributions are taxable at
the same rate as ordinary income and long-term gains on securities held more
than 12 months are taxed at a maximum rate of 20%. However, if you realized a
loss on the sale or exchange of fund shares that you held six months or less,
your short-term loss will be reclassified to a long-term loss to the extent
of any long-term capital gain distribution received during the period you
held the shares.
Distributions resulting from the sale of certain foreign currencies and debt
securities, to the extent of foreign exchange gains, are taxed as ordinary
income or loss. If the fund pays nonrefundable taxes to foreign governments
during the year, the taxes will reduce the fund's dividends but will still be
included in your taxable income. However, you may be able to claim an
offsetting credit or deduction on your tax return for your portion of foreign
taxes paid by the fund.
. Distributions are taxable whether reinvested in additional shares or
received in cash.
Tax effect of buying shares before a capital gain distribution
If you buy shares shortly before or on the "record date" - the date that
establishes you as the person to receive the upcoming distribution - you will
receive a portion of the money you just invested in the form of a taxable
distribution. Therefore, you may wish to find out a fund's record date before
investing. Of course, a fund's share price may, at any time, reflect
undistributed capital gains or income and unrealized appreciation, which may
result in future taxable distributions.
Note: For information on the tax consequences of hedging, please see
Investment Policies and Practices.
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
----------------------------------------------------------
. Following these procedures helps assure timely and accurate transactions.
<PAGE>
ABOUT THE FUND
Purchase Conditions
Nonpayment
If you pay with a check or ACH transfer that does not clear or if your
payment is not timely received, your purchase will be canceled. You will be
responsible for any losses or expenses incurred by the fund or transfer
agent, and the fund can redeem shares you own in this or another identically
registered T. Rowe Price fund as reimbursement. The fund and its agents have
the right to reject or cancel any purchase, exchange, or redemption due to
nonpayment.
U.S. dollars; type of check
All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
banks.
Sale (Redemption) Conditions
Holds on immediate redemptions: 10-day hold
If you sell shares that you just purchased and paid for by check or ACH
transfer, the fund will process your redemption but will generally delay
sending you the proceeds for up to 10 calendar days to allow the check or
transfer to clear. If your redemption request was sent by mail or mailgram,
proceeds will be mailed no later than the seventh calendar day following
receipt unless the check or ACH transfer has not cleared. (The 10-day hold
does not apply to purchases paid for by bank wire or automatic purchases
through your paycheck.)
Telephone, Tele*Access/(R)/, and personal computer transactions
Exchange and redemption services through telephone and Tele*Access are
established automatically when you sign the New Account Form unless you check
the boxes that state you do not want these services. Personal computer
transactions must be authorized separately. T. Rowe Price funds and their
agents use reasonable procedures designed to verify the identity of the
shareholder. If these procedures are followed, the funds and their agents are
not liable for any losses that may occur from acting on unauthorized
instructions. A confirmation is sent promptly after a transaction. Please
review it carefully and contact T. Rowe Price immediately about any
transaction you believe to be unauthorized. All telephone conversations are
recorded.
Redemptions over $250,000
Large sales can adversely affect a portfolio manager's ability to implement a
fund's investment strategy by causing the premature sale of securities that
would otherwise be held. If, in any 90-day period, you redeem (sell) more
than $250,000, or your sale amounts to more than 1% of fund net assets, the
fund has the right to pay the difference between the redemption amount and
the lesser of the two previously mentioned figures with securities from the
fund.
<PAGE>
T. ROWE PRICE
Excessive Trading
. T. Rowe Price may bar excessive traders from purchasing shares.
Frequent trades, involving either substantial fund assets or a substantial
portion of your account or accounts controlled by you, can disrupt management
of the fund and raise its expenses. To deter such activity, we have adopted
an excessive trading policy. If you violate our excessive trading policy, you
may be barred indefinitely and without further notice from further purchases
of T. Rowe Price funds.
. Trades placed directly with T. Rowe Price If you trade directly with T.
Rowe Price, you can make one purchase and sale involving the same fund within
any 120-day period. For example, if you are in fund A, you can move
substantial assets from fund A to fund B and, within the next 120 days, sell
your shares in fund B to return to fund A or move to fund C. If you exceed
this limit, you are in violation of our excessive trading policy.
Two types of transactions are exempt from this policy: 1) trades solely in
money market funds (exchanges between a money fund and a nonmoney fund are
not exempt); and 2) systematic purchases or redemptions (see Information
About Your Services).
. Trades placed through intermediaries If you purchase fund shares through an
intermediary including a broker, bank, investment adviser, or other third
party and hold them for less than 60 calendar days, you are in violation of
our excessive trading policy.
Keeping Your Account Open
Due to the relatively high cost to a fund of maintaining small accounts, we
ask you to maintain an account balance of at least $1,000. If your balance is
below $1,000 for three months or longer, we have the right to close your
account after giving you 60 days in which to increase your balance.
Small Account Fee
Because of the disproportionately high costs of servicing accounts with low
balances, a $10 fee, paid to T. Rowe Price Services, the fund's transfer
agent, will automatically be deducted from nonretirement accounts with
balances falling below a minimum level. The valuation of accounts and the
deduction are expected to take place during the last five business days of
September. The fee will be deducted from accounts with balances below $2,000,
except for UGMA/ UTMA accounts, for which the limit is $500. The fee will be
waived for any investor whose T. Rowe Price mutual fund investments total
$25,000 or more. Accounts employing automatic investing (e.g., payroll
deduction, automatic
<PAGE>
ABOUT THE FUND
purchase from a bank account, etc.) are also exempt from the charge. The fee
will not apply to IRAs and other retirement plan accounts. (A separate
custodial fee may apply to IRAs and other retirement plan accounts.)
Signature Guarantees
. A signature guarantee is designed to protect you and the T. Rowe Price funds
from fraud by verifying your signature.
You may need to have your signature guaranteed in certain situations, such
as:
. Written requests 1) to redeem over $100,000, or 2) to wire redemption
proceeds.
. Remitting redemption proceeds to any person, address, or bank account not on
record.
. Transferring redemption proceeds to a T. Rowe Price fund account with a
different registration (name or ownership) from yours.
. Establishing certain services after the account is opened.
You can obtain a signature guarantee from most banks, savings institutions,
broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
accept guarantees from notaries public or organizations that do not provide
reimbursement in the case of fraud.
<PAGE>
MORE ABOUT THE FUND
ORGANIZATION AND MANAGEMENT
----------------------------------------------------------
How is the fund organized?
T. Rowe Price International Funds, Inc. (the "corporation"), currently
consists of 12 series, each representing a separate class of shares and
having different objectives and investment policies. The 12 series and the
years in which each was established are as follows: International Stock Fund,
1980; International Bond Fund, 1986; International Discovery Fund, 1988;
European Stock Fund, New Asia Fund, Global Bond Fund, 1990; Japan Fund, 1991;
Latin America Fund, 1993; Emerging Markets Bond Fund, 1994; Emerging Markets
Stock Fund, Global Stock Fund, 1995, and International Growth & Income Fund,
1998. (The bond/equity funds are described in a separate prospectus.)
What is meant by "shares"?
As with all mutual funds, investors purchase shares when they put money in a
fund. These shares are part of a fund's authorized capital stock, but share
certificates are not issued.
Each share and fractional share entitles the shareholder to:
. Receive a proportional interest in a fund's income and capital gain
distributions.
. Cast one vote per share on certain fund matters, including the election of
fund directors, changes in fundamental policies, or approval of changes in
the fund's management contract.
Do T. Rowe Price funds have annual shareholder meetings?
The funds are not required to hold annual meetings and, to avoid unnecessary
costs to fund shareholders, do not do so except when certain matters, such as
a change in fundamental policies, must be decided. In addition, shareholders
representing at least 10% of all eligible votes may call a special meeting,
if they wish, for the purpose of voting on the removal of any fund director
or trustee. If a meeting is held and you cannot attend, you can vote by
proxy. Before the meeting, the fund will send you proxy materials that
explain the issues to be decided and include instructions on voting by mail
or telephone, or on the Internet.
<PAGE>
ABOUT THE FUND
Who runs the fund?
General Oversight
The corporation is governed by a Board of Directors that meets regularly to
review the fund investments, performance, expenses, and other business
affairs. The Board elects the corporation's officers. The policy of the
corporation is that the majority of Board members are independent of
Price-Fleming.
. All decisions regarding the purchase and sale of fund investments are made
by Price-Fleming - specifically by the fund's Investment Advisory Group.
Investment Manager
Price-Fleming is responsible for selection and management of the fund's
portfolio investments. Price-Fleming's U.S. office is located at 100 East
Pratt Street, Baltimore, Maryland 21202. Price-Fleming also has offices in
London, Tokyo, Singapore, Hong Kong, Buenos Aires, and Paris. Price-Fleming
was incorporated in Maryland in 1979 as a joint venture between T. Rowe Price
and Robert Fleming Holdings Limited (Flemings).
T. Rowe Price, Flemings, and Jardine Fleming Group Limited (Jardine Fleming)
are owners of Price-Fleming. The common stock of Price-Fleming is 50% owned
by a wholly owned subsidiary of T. Rowe Price, 25% by a subsidiary of
Flemings, and 25% by a subsidiary of Jardine Fleming. Jardine Fleming is
owned by Flemings. T. Rowe Price has the right to elect a majority of the
Board of Directors of Price-Fleming, and Flemings has the right to elect the
remaining directors, one of whom will be nominated by Jardine Fleming.
. Flemings is a diversified investment organization which participates in a
global network of regional investment offices in New York, London, Zurich,
Geneva, Tokyo, Hong Kong, Manila, Kuala Lumpur, Seoul, Taipei, Bombay,
Jakarta, Singapore, Bangkok, and Johannesburg.
Portfolio Management
The fund has an Investment Advisory Group that has day-to-day responsibility
for managing the portfolio and developing and executing the fund's investment
program. The members of the advisory group are: John R. Ford, James B.M.
Seddon, Mark C.J. Bickford-Smith, and David J.L. Warren.
John Ford joined Price-Fleming in 1982 and has 20 years of experience with
the Fleming Group in research and portfolio management. James Seddon joined
Price-Fleming in 1987 and has 13 years of portfolio management experience.
Mark Bickford-Smith joined Price-Fleming in 1995 and has 15 years of
experience in equity research and portfolio management. David Warren joined
Price-Fleming in 1983 and has 19 years of experience in equity research,
fixed income research, and portfolio management.
<PAGE>
T. ROWE PRICE
Portfolio Transactions
Decisions with respect to the purchase and sale of the fund's portfolio
securities on behalf of the fund are made by Price-Fleming. The corporation's
Board of Directors has authorized Price-Fleming to utilize affiliates of
Flemings and Jardine Fleming in the capacity of broker in connection with the
execution of a fund's portfolio transactions if Price-Fleming believes that
doing so would result in an economic advantage (in the form of lower
execution costs or otherwise) to the fund.
The Management Fee
This fee has two parts - an "individual fund fee," which reflects a fund's
particular characteristics, and a "group fee." The group fee, which is
designed to reflect the benefits of the shared resources of the T. Rowe Price
investment management complex, is calculated daily based on the combined net
assets of all T. Rowe Price funds (except the Spectrum Funds, and any
institutional, index, or private label mutual funds). The group fee schedule
(shown below) is graduated, declining as the asset total rises, so
shareholders benefit from the overall growth in mutual fund assets.
<TABLE>
Group Fee Schedule
<CAPTION>
<S> <C>
0.334%/a/ First $50 billion
0.305% Next $30 billion
0.300% Next $40 billion
0.295% Thereafter
--------------------------------------
</TABLE>
/a/ Represents a blended group fee rate containing various break points.
The fund's portion of the group fee is determined by the ratio of its daily
net assets to the daily net assets of all the T. Rowe Price funds described
previously. Based on combined T. Rowe Price funds' assets of over $106
billion at December 31, 1999, the group fee was 0.32%. The individual fund
fee is 0.35%.
Research and Administration
Certain administrative support is provided by T. Rowe Price, which receives
from Price-Fleming a fee of 0.15% of the market value of all assets in equity
accounts, 0.15% of the market value of all assets in active fixed income
accounts, and 0.035% of the market value of all assets in passive fixed
income accounts under Price-Fleming's management. Price-Fleming has entered
into research agreements with Fleming Investment Management Limited (FIM) and
Jardine Fleming International Holdings Limited (JFIH). For services under the
research agreements, FIM and JFIH each receive a fee of 0.075% of the market
value of all assets in equity accounts under Price-Fleming's management. FIM
and JFIH each receive a fee of 0.075% of the market value of all assets in
active fixed income accounts and 0.0175% of such market value in passive
fixed income accounts
<PAGE>
ABOUT THE FUND
under Price-Fleming's management. In addition to the research provided under
these agreements, Price-Fleming has access to the publicly available research
materials produced by FIM and JFIH. FIM is a wholly owned subsidiary of
Flemings. JFIH is a wholly owned subsidiary of Jardine Fleming.
UNDERSTANDING PERFORMANCE INFORMATION
----------------------------------------------------------
This section should help you understand the terms used to describe fund
performance. You will come across them in shareholder reports you receive
from us; in our newsletter, The Price Report; in T. Rowe Price
advertisements; and in the media.
Total Return
This tells you how much an investment has changed in value over a given time
period. It reflects any net increase or decrease in the share price and
assumes that all dividends and capital gains (if any) paid during the period
were reinvested in additional shares. Therefore, total return numbers include
the effect of compounding.
Advertisements may include cumulative or average annual total return figures,
which may be compared with various indices, other performance measures, or
other mutual funds.
Cumulative Total Return
This is the actual return of an investment for a specified period. A
cumulative return does not indicate how much the value of the investment may
have fluctuated during the period. For example, an investment could have a
10-year positive cumulative return despite experiencing some negative years
during that time.
Average Annual Total Return
This is always hypothetical and should not be confused with actual
year-by-year results. It smooths out all the variations in annual performance
to tell you what constant year-by-year return would have produced the
investment's actual cumulative return. This gives you an idea of an
investment's annual contribution to your portfolio, provided you held it for
the entire period.
<PAGE>
T. ROWE PRICE
INVESTMENT POLICIES AND PRACTICES
----------------------------------------------------------
This section takes a detailed look at some of the types of fund portfolio
securities and the various kinds of investment practices that may be used in
day-to-day portfolio management. Fund investments are subject to further
restrictions and risks described in the Statement of Additional Information.
Shareholder approval is required to substantively change fund objectives and
certain investment restrictions noted in the following section as
"fundamental policies." The managers follow certain "operating policies,"
which can be changed without shareholder approval. However, significant
changes are discussed with shareholders in fund reports. Fund investment
restrictions and policies are adhered to at the time of investment. A later
change in circumstances will not require the sale of an investment if it was
proper at the time it was made.
Fund holdings of certain kinds of investments cannot exceed maximum
percentages of total assets, which are set forth in this prospectus. For
instance, fund investments in hybrid instruments are limited to 10% of total
assets. While these restrictions provide a useful level of detail about fund
investments, investors should not view them as an accurate gauge of the
potential risk of such investments. For example, in a given period, a 5%
investment in hybrid instruments could have significantly more of an impact
on a fund's share price than its weighting in the portfolio. The net effect
of a particular investment depends on its volatility and the size of its
overall return in relation to the performance of all the fund's other
investments.
Changes in fund holdings, fund performance, and the contribution of various
investments are discussed in the shareholder reports sent to you.
. Fund managers have considerable leeway in choosing investment strategies and
selecting securities they believe will help achieve fund objectives.
Types of Portfolio Securities
In seeking to meet its investment objective, we may invest in any type of
security or instrument (including certain potentially high-risk derivatives
described in this section) whose investment characteristics are consistent
with the fund's investment program. The following pages describe various
types of fund portfolio securities and investment management practices.
Fundamental policy The fund will not purchase a security if, as a result,
with respect to 75% of its total assets, more than 5% of its total assets
would be invested in securities of a single issuer, or if more than 10% of
the voting securities of the issuer would be held by the fund.
<PAGE>
ABOUT THE FUND
Fund investments are primarily in common stocks (normally, at least 65% of
total assets) and, to a lesser degree, other types of securities as described
below.
Common and Preferred Stocks
Stocks represent shares of ownership in a company. Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in
its claim on income for dividend payments and on assets should the company be
liquidated. After other claims are satisfied, common stockholders participate
in company profits on a pro-rata basis; profits may be paid out in dividends
or reinvested in the company to help it grow. Increases and decreases in
earnings are usually reflected in a company's stock price, so common stocks
generally have the greatest appreciation and depreciation potential of all
corporate securities. While most preferred stocks pay a dividend, preferred
stock may be purchased where the issuer has omitted, or is in danger of
omitting, payment of its dividend. Such investments would be made primarily
for their capital appreciation potential.
Convertible Securities and Warrants
Investments may be made in debt or preferred equity securities convertible
into, or exchangeable for, equity securities. Traditionally, convertible
securities have paid dividends or interest at rates higher than common stocks
but lower than nonconvertible securities. They generally participate in the
appreciation or depreciation of the underlying stock into which they are
convertible, but to a lesser degree. In recent years, convertibles have been
developed which combine higher or lower current income with options and other
features. Warrants are options to buy a stated number of shares of common
stock at a specified price anytime during the life of the warrants
(generally, two or more years).
Fixed Income Securities
From time to time, we may invest in investment-grade, fixed-income
securities. These securities would be purchased in companies that meet fund
investment criteria. The price of a bond fluctuates with changes in interest
rates, generally rising when interest rates fall and falling when interest
rates rise.
Hybrid Instruments
These instruments (a type of potentially high-risk derivative) can combine
the characteristics of securities, futures, and options. For example, the
principal amount, redemption, or conversion terms of a security could be
related to the market price of some commodity, currency, or securities index.
Such securities may bear interest or pay dividends at below market or even
relatively nominal rates. Under some conditions, the redemption value of such
an investment could be zero.
. Hybrids can have volatile prices and limited liquidity, and their use may
not be successful.
<PAGE>
T. ROWE PRICE
Operating policy Fund investments in hybrid instruments are limited to 10%
of total assets.
Private Placements
These securities are sold directly to a small number of investors, usually
institutions. Unlike public offerings, such securities are not registered
with the SEC. Although certain of these securities may be readily sold, for
example, under Rule 144A, others may be illiquid, and their sale may involve
substantial delays and additional costs.
Operating policy Fund investments in illiquid securities are limited to 15%
of net assets.
Types of Investment Management Practices
Reserve Position
A certain portion of fund assets will be held in money market reserves. Fund
reserve positions are expected to consist primarily of shares of one or more
T. Rowe Price internal money market funds. Short-term, high-quality U.S. and
foreign dollar-denominated money market securities, including repurchase
agreements, may also be held. For temporary, defensive purposes, there is no
limit on fund investments in money market reserves. The effect of taking such
a position is that the fund may not achieve its investment objective. The
reserve position provides flexibility in meeting redemptions, expenses, and
the timing of new investments and can serve as a short-term defense during
periods of unusual market volatility.
Borrowing Money and Transferring Assets
Fund borrowings may be made from banks and other T. Rowe Price funds as a
temporary measure for emergency purposes, to facilitate redemption requests,
or for other purposes consistent with fund policies as set forth in this
prospectus. Such borrowings may be collateralized with fund assets, subject
to restrictions.
Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund
assets.
Operating policy Fund transfers of portfolio securities as collateral will
not be made except as necessary in connection with permissible borrowings or
investments, and then such transfers may not exceed 33/1//\\/3/\\% of the
fund's total assets. Fund purchases of additional securities will not be made
when borrowings exceed 5% of total assets.
Foreign Currency Transactions
The fund will normally conduct its foreign currency exchange transactions
either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market, or through entering into forward contracts
to purchase or sell foreign currencies. The fund will generally not enter
into a forward contract with a term greater than one year.
<PAGE>
ABOUT THE FUND
The fund will generally enter into forward foreign currency exchange
contracts only under two circumstances. First, when the fund enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
Second, when Price-Fleming believes that the currency of a particular foreign
country may move substantially against another currency, it may enter into a
forward contract to sell or buy the former foreign currency (or another
currency that acts as a proxy for that currency). The contract may
approximate the value of some or all of the fund's portfolio securities
denominated in such foreign currency. Under certain circumstances, the fund
may commit a substantial portion or the entire value of its portfolio to the
consummation of these contracts. Price-Fleming will consider the effect such
a commitment to forward contracts would have on the investment program of the
fund and the flexibility of the fund to purchase additional securities.
Although forward contracts will be used primarily to protect the fund from
adverse currency movements, they also involve the risk that anticipated
currency movements will not be accurately predicted, and the fund's total
return could be adversely affected as a result.
There are some markets where it is not possible to engage in effective
foreign currency hedging. This is generally true, for example, for the
currencies of various emerging markets where the foreign exchange markets are
not sufficiently developed to permit hedging activity to take place.
Futures and Options
Futures (a type of potentially high-risk derivative) are often used to manage
or hedge risk because they enable the investor to buy or sell an asset in the
future at an agreed-upon price. Options (another type of potentially
high-risk derivative) give the investor the right (where the investor
purchases the option), or the obligation (where the investor writes (sells)
the option), to buy or sell an asset at a predetermined price in the future.
Futures and options contracts may be bought or sold for any number of
reasons, including: to manage fund exposure to changes in securities prices
and foreign currencies; as an efficient means of adjusting fund overall
exposure to certain markets; in an effort to enhance income; as a cash
management tool; and to protect the value of portfolio securities. Call and
put options may be purchased or sold on securities, financial indices, and
foreign currencies.
Futures contracts and options may not always be successful hedges; their
prices can be highly volatile; using them could lower fund total return; and
the potential loss from the use of futures can exceed a fund's initial
investment in such contracts.
Operating policies Futures: Initial margin deposits and premiums on options
used for nonhedging purposes will not exceed 5% of fund net asset value.
Options on securities: The total market value of securities against which
call or
<PAGE>
T. ROWE PRICE
put options are written may not exceed 25% of its total assets. No more than
5% of fund total assets will be committed to premiums when purchasing call or
put options.
Tax Consequences of Hedging
Under applicable tax law, the fund may be required to limit its gains from
hedging in foreign currency forwards, futures, and options. Although the fund
is expected to comply with such limits, the extent to which these limits
apply is subject to tax regulations as yet unissued. Hedging may also result
in the application of the mark-to-market and straddle provisions of the
Internal Revenue Code. These provisions could result in an increase (or
decrease) in the amount of taxable dividends paid by the fund and could
affect whether dividends paid by the fund are classified as capital gains or
ordinary income.
Lending of Portfolio Securities
Fund securities may be lent to broker-dealers, other institutions, or other
persons to earn additional income. The principal risk is the potential
insolvency of the broker-dealer or other borrower. In this event, the fund
could experience delays in recovering its securities and possibly capital
losses.
Fundamental policy The value of loaned securities may not exceed
33/1//\\/3/\\% of total fund assets.
Portfolio Turnover
Turnover is an indication of frequency. The fund will not generally trade in
securities for short-term profits, but when circumstances warrant, securities
may be purchased and sold without regard to the length of time held. A high
turnover rate may increase transaction costs and result in higher capital
gain distributions by the fund. The fund's portfolio turnover rates for the
fiscal years ended October 31, 1999, 1998, and 1997 were 17.6%, 12.2%, and
15.8%, respectively.
FINANCIAL HIGHLIGHTS
----------------------------------------------------------
Table 3, which provides information about the fund's financial history, is
based on a single share outstanding throughout each fiscal year. The table is
part of the fund's financial statements, which are included in its annual
report and are incorporated by reference into the Statement of Additional
Information (available upon request). The total returns in the table
represent the rate that an investor would have earned or lost on an
investment in the fund (assuming reinvestment of all dividends and
distributions). The financial statements in the annual report were audited by
the fund's independent accountants, PricewaterhouseCoopers LLP.
<PAGE>
ABOUT THE FUND
<TABLE>
Table 3 Financial Highlights
<CAPTION>
Year ended October 31
1995 1996 1997 1998 1999
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $12.84 $12.09 $ 13.47 $14.14 $ 14.39
Income From Investment Operations
Net investment income 0.18 0.19 0.19 0.23 0.17
-----------------------------------------------
Net gains or losses on
securities (both
realized and (0.19) 1.57 0.86 0.77 2.71
unrealized)
-----------------------------------------------
Total from investment
operations (0.01) 1.76 1.05 1.00 2.88
Less Distributions
Dividends (from net (0.12) (0.18) (0.18) (0.20) (0.22)
investment income)
-----------------------------------------------
Distributions (from (0.62) (0.20) (0.20) (0.55) (0.35)
capital gains)
-----------------------------------------------
Returns of capital -- -- -- -- --
-----------------------------------------------
Total distributions (0.74) (0.38) (0.38) (0.75) (0.57)
-----------------------------------------------
Net asset value, end $12.09 $13.47 $ 14.14 $14.39 $ 16.70
of period
-----------------------------------------------
Total return/a/ 0.38% 14.87% 7.90% 7.48% 20.67%
Ratios/Supplemental Data
Net assets, end of $6,386 $8,776 $10,005 $9,537 $10,615
period (in millions)
-----------------------------------------------
Ratio of expenses to 0.91% 0.88% 0.85% 0.85% 0.85%
average net assets
-----------------------------------------------
Ratio of net income to 1.56% 1.58% 1.33% 1.50% 1.05%
average net assets
-----------------------------------------------
Portfolio turnover rate 17.8% 11.6% 15.8% 12.2% 17.6%
------------------------------------------------------------------------------
</TABLE>
/a/Total return reflects the rate that an investor would have earned on an
investment in the fund during each period, assuming reinvestment of all
distributions.
<PAGE>
INVESTING WITH T. ROWE PRICE
ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
----------------------------------------------------------
Tax Identification Number
We must have your correct Social Security or corporate tax identification number
on a signed New Account Form or W-9 Form. Otherwise, federal law requires the
funds to withhold a percentage (currently 31%) of your dividends, capital gain
distributions, and redemptions, and may subject you to an IRS fine. If this
information is not received within 60 days after your account is established,
your account may be redeemed, priced at the NAV on the date of redemption.
Always verify your transactions by carefully reviewing the confirmation we send
you. Please report any discrepancies to Shareholder Services promptly.
Employer-Sponsored Retirement Plans and Institutional Accounts T. Rowe Price
Trust Company 1-800-492-7670
Transaction procedures in the following sections may not apply to
employer-sponsored retirement plans and institutional accounts. For procedures
regarding employer-sponsored retirement plans, please call T. Rowe Price Trust
Company or consult your plan administrator. For institutional account
procedures, please call your designated account manager or service
representative.
OPENING A NEW ACCOUNT
----------------------------------------------------------
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts
Account Registration
If you own other T. Rowe Price funds, be sure to register any new account just
like your existing accounts so you can exchange among them easily. (The name and
account type would have to be identical.)
By Mail
Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check, together with the New Account Form, to the
appropriate address in the next paragraph. We do not accept third-party checks
to open new accounts, except for IRA Roll-
<PAGE>
ABOUT THE FUND
over checks that are properly endorsed. In addition, the fund does not accept
purchases made by credit card check.
Mail via United States Postal Service
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300
Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17300 4515 Painters Mill Road Owings
Mills, MD 21117-4903
By Wire
Call Investor Services for an account number and give the following wire
information to your bank:
Receiving Bank: PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#: 043000096
Beneficiary: T. Rowe Price [fund name] Beneficiary Account: 1004397951
Originator to Beneficiary Information (OBI): name of owner(s) and account
number
Complete a New Account Form and mail it to one of the appropriate addresses
listed previously.
Note: No services will be established and IRS penalty withholding may occur
until we receive a signed New Account Form. Also, retirement plan accounts and
IRAs cannot be opened by wire.
By Exchange
Call Shareholder Services or use Tele*Access or your personal computer (see
Automated Services under Information About Your Services). The new account will
have the same registration as the account from which you are exchanging.
Services for the new account may be carried over by telephone request if
preauthorized on the existing account. For limitations on exchanging, see
explanation of Excessive Trading under Transaction Procedures and Special
Requirements.
In Person
Drop off your New Account Form at any location listed on the back cover and
obtain a receipt.
<PAGE>
T. ROWE PRICE
PURCHASING ADDITIONAL SHARES
----------------------------------------------------------
$100 minimum purchase; $50 minimum for retirement plans, Automatic Asset
Builder, and gifts or transfers to minors (UGMA/UTMA) accounts.
By ACH Transfer
Use Tele*Access or your personal computer or call Investor Services if you have
established electronic transfers using the ACH network.
By Wire
Call Shareholder Services or use the wire address listed in Opening a New
Account.
By Mail
1. Make your check payable to T. Rowe Price Funds (otherwise it may be
returned).
2. Mail the check to us at the following address with either a fund
reinvestment slip or a note indicating the fund you want to buy and your fund
account number.
3. Remember to provide your account number and the fund name on the memo line
of your check.
Mail via United States Postal Service
T. Rowe Price Funds Account Services P.O. Box 17300 Baltimore, MD 21297-1300
/(For //mail via private carriers and overnight services//, see previous /
/section.)/
By Automatic Asset Builder
Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.
EXCHANGING AND REDEEMING SHARES
----------------------------------------------------------
Exchange Service
You can move money from one account to an existing identically registered
account or open a new identically registered account. Remember, exchanges are
purchases and sales for tax purposes. (Exchanges into a state tax-free fund are
limited to investors living in states where the fund is registered.)
<PAGE>
ABOUT THE FUND
Redemptions
Redemption proceeds can be mailed to your account address, sent by ACH transfer
to your bank, or wired to your bank (provided your bank information is already
on file). For charges, see Electronic Transfers - By Wire under Information
About Your Services.
Some of the T. Rowe Price funds may impose a redemption fee of 0.5% to 2% on
shares held for less than six months, one year, or two years, as specified in
the prospectus. The fee is paid to the fund.
By Phone
Call Shareholder Services
If you find our phones busy during unusually volatile markets, please consider
placing your order by your personal computer or Tele*Access (if you have
previously authorized these services), mailgram, or express mail. For exchange
policies, please see Transaction Procedures and Special Requirements - Excessive
Trading.
By Mail
For each account involved, provide the account name, number, fund name, and
exchange or redemption amount. For exchanges, be sure to specify any fund you
are exchanging out of and the fund or funds you are exchanging into. T. Rowe
Price requires the signatures of all owners exactly as registered, and possibly
a signature guarantee (see Transaction Procedures and Special Requirements -
Signature Guarantees). Please use the appropriate address below:
Mail via United States Postal Service
for nonretirement and IRA accounts
T. Rowe Price Account Services P.O. Box 17302 Baltimore, MD 21297-1302
Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17302 4515 Painters Mill Road Owings
Mills, MD 21117-4903
For employer-sponsored retirement accounts
via U.S. Postal Service:
T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479
<PAGE>
T. ROWE PRICE
via private carriers and overnight services:
T. Rowe Price Trust Company Mailcode 17479 4515 Painters Mill Road Owings Mills,
MD 21117-4903
Redemptions from employer-sponsored retirement accounts must be in writing;
please call T. Rowe Price Trust Company or your plan administrator for
instructions. IRA distributions may be requested in writing or by telephone;
please call Shareholder Services to obtain an IRA Distribution Form or an IRA
Shareholder Services Form to authorize the telephone redemption service.
RIGHTS RESERVED BY THE FUND
----------------------------------------------------------
The fund and its agents reserve the following rights: (1) to waive or lower
investment minimums; (2) to accept initial purchases by telephone or mailgram;
(3) to refuse any purchase or exchange order; (4) to cancel or rescind any
purchase or exchange order (including, but not limited to, orders deemed to
result in excessive trading, market timing, fraud, or 5% ownership) upon notice
to the shareholder within five business days of the trade or if the written
confirmation has not been received by the shareholder, whichever is sooner; (5)
to freeze any account and suspend account services when notice has been received
of a dispute between the registered or beneficial account owners or there is
reason to believe a fraudulent transaction may occur; (6) to otherwise modify
the conditions of purchase and any services at any time; and (7) to act on
instructions believed to be genuine. These actions will be taken when, in the
sole discretion of management, they are deemed to be in the best interest of the
fund.
In an effort to protect the fund from the possible adverse effects of a
substantial redemption in a large account, as a matter of general policy, no
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to
<PAGE>
ABOUT THE FUND
purchase in excess of 5% of the outstanding shares of the fund, except upon
approval of the fund's management.
INFORMATION ABOUT YOUR SERVICES
----------------------------------------------------------
Shareholder Services 1-800-225-5132 Investor Services 1-800-638-5660
Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically, and others you must authorize or request on the New
Account Form. By signing up for services on the New Account Form rather than
later on, you avoid having to complete a separate form and obtain a signature
guarantee. This section discusses some of the services currently offered. Our
Services Guide, which we mail to all new shareholders, contains detailed
descriptions of these and other services.
Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.
Retirement Plans
We offer a wide range of plans for individuals, institutions, and large and
small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, Keoghs
(profit sharing, money purchase pension), 401(k)s, and 403(b)(7)s. For
information on IRAs, call Investor Services. For information on all other
retirement plans, including our no-load variable annuity, please call our Trust
Company at 1-800-492-7670.
Automated Services Tele*Access 1-800-638-2587 24 hours, 7 days
Tele*Access
24-hour service via a toll-free number enables you to (1) access information on
fund yields, prices, distributions, account balances, and your latest
transaction; (2) request checks, prospectuses, services forms, duplicate
statements, and tax forms; and (3) initiate purchase, redemption, and exchange
transactions in your accounts (see Electronic Transfers in this section).
<PAGE>
T. ROWE PRICE
Web Address www.troweprice.com
After authorizing this service, account transactions may also be conducted
through our Web site on the Internet. If you subscribe to America Online/(R)/,
you can access our Web site via keyword "T. Rowe Price" and conduct transactions
in your account.
Plan Account Line 1-800-401-3279
Plan Account Line
This 24-hour service is similar to Tele*Access but is designed specifically to
meet the needs of retirement plan investors.
Telephone and Walk-In Services
Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our investor center locations whose addresses are listed on
the back cover.
Electronic Transfers
By ACH
With no charges to pay, you can initiate a purchase or redemption for as little
as $100 or as much as $100,000 between your bank account and fund account using
the ACH network. Enter instructions via Tele*Access or your personal computer,
or call Shareholder Services.
By Wire
Electronic transfers can be conducted via bank wire. There is currently a $5 fee
for wire redemptions under $5,000, and your bank may charge for incoming or
outgoing wire transfers regardless of size.
Checkwriting
(Not available for equity funds, or the High Yield or Emerging Markets Bond
Funds) You may write an unlimited number of free checks on any money market
fund, and most bond funds, with a minimum of $500 per check. Keep in mind,
however, that a check results in a redemption; a check written on a bond fund
will create a taxable event which you and we must report to the IRS.
Automatic Investing
($50 minimum) You can invest automatically in several different ways, including:
Automatic Asset Builder
You instruct us to move $50 or more from your bank account, or you can instruct
your employer to send all or a portion of your paycheck to the fund or funds you
designate.
<PAGE>
ABOUT THE FUND
Automatic Exchange
You can set up systematic investments from one fund account into another, such
as from a money fund into a stock fund.
T. ROWE PRICE BROKERAGE
----------------------------------------------------------
To Open an Account 1-800-638-5660 For Existing Brokerage Investors
1-800-225-7720
Investments available through our brokerage service include stocks, options,
bonds, and others at commission savings over full-service brokers*. We also
provide a wide range of services, including:
Automated Telephone and Computer Services
You can enter stock and option orders, access quotes, and review account
information around the clock by phone with Tele-Trader or via the Internet with
Internet-Trader. Any trades entered through Tele-Trader save you an additional
10% on commissions. For stock trades entered through Internet-Trader, you will
pay a commission of $24.95 for up to 1,000 shares plus $.02 for each share over
1,000. Option trades entered through Internet-Trader save you 10% over our
standard commission schedule. All trades are subject to a $35 minimum commission
except stock trades placed through Internet-Trader.
Investor Information
A variety of informative reports, such as our Brokerage Insights series and S&P
Market Month newsletter, as well as access to on-line research tools can help
you better evaluate economic trends and investment opportunities.
Dividend Reinvestment Service
If you elect to participate in this service, the cash dividends from the
eligible securities held in your account will automatically be reinvested in
additional shares of the same securities free of charge. Dividend payments must
be $10.00 or greater to qualify for reinvestment. Most securities listed on
national securities exchanges or on Nasdaq are eligible for this service.
/*Services //v//ary //b//y //f//irm./
/T. Rowe Price// Brokerage is a division of //T. Rowe Price// Investment /
/Services, Inc., Member NASD/SIPC./
<PAGE>
T. ROWE PRICE
INVESTMENT INFORMATION
----------------------------------------------------------
To help shareholders monitor their current investments and make decisions that
accurately reflect their financial goals, T. Rowe Price offers a wide variety of
information in addition to account statements. Most of this information is also
available on our Web site at www.troweprice.com.
Shareholder Reports
Fund managers' reviews of their strategies and performance. If several members
of a household own the same fund, only one fund report is mailed to that
address. To receive additional copies, please call Shareholder Services or write
to us at P.O. Box 17630, Baltimore, Maryland 21297-1630.
The T. Rowe Price Report
A quarterly investment newsletter discussing markets and financial strategies.
Performance Update
A quarterly review of all T. Rowe Price fund results.
Insights
Educational reports on investment strategies and financial markets.
Investment Guides
Asset Mix Worksheet, College Planning Kit, Diversifying Overseas: A T. Rowe
Price Guide to International Investing, Managing Your Retirement Distribution,
Personal Strategy Planner, Retirees Financial Guide, Retirement Planning Kit,
and Tax Considerations for Investors.
<PAGE>
ABOUT THE FUND
<PAGE>
To help you achieve your financial goals, T. Rowe Price offers a wide range of
stock, bond, and money market investments, as well as convenient services and
informative reports.
A fund Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated by reference into this prospectus.
Further information about fund investments, including a review of market
conditions and the manager's recent strategies and their impact on performance,
is available in the annual and semiannual shareholder reports. To obtain free
copies of any of these documents, or for shareholder inquiries, call
1-800-638-5660.
Fund reports and Statements of Additional Information are also available from
the Securities and Exchange Commission by calling 1-800-SEC-0330 or by writing
the SEC's Public Reference Section, Washington, D.C. 20549-6009 (you will be
charged a duplicating fee); by visiting the SEC's public reference room; or by
consulting the SEC's Web site at www.sec.gov.
Walk-in
Investor Centers
For directions, call 1-800-225-5132 or visit our Web site
Baltimore Area
Downtown
101 East Lombard Street
Owings Mills
Three Financial Center 4515 Painters Mill Rd.
Boston Area
386 Washington Street Wellesley
Colorado Springs
4410 ArrowsWest Drive
Los Angeles Area
Warner Center 21800 Oxnard Street Suite 270 Woodland Hills
Tampa
4200 West Cypress St. 10th Floor
Washington, D.C.
900 17th Street, N.W. Farragut Square
For Mutual Fund or T. Rowe Price Brokerage Information
Investor Services
1-800-638-5660
For Existing Accounts
Shareholder Services
1-800-225-5132
For Yields, Prices, Account Information, or to Conduct Transactions
Tele*Access/(R)/
24 hours, 7 days 1-800-638-2587
Internet Address
www.troweprice.com
Plan Account Line
For retirement plan investors: The appropriate 800 number appears on your
retirement account statement.
(LOGO)
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202
F37-040 3/1/00
1940 Act File No. 811-2958
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
The date of this Statement of Additional Information is March 1, 2000.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
International Stock Fund
International Discovery Fund
International Growth & Income Fund
European Stock Fund
Japan Fund
New Asia Fund
Latin America Fund
Emerging Markets Stock Fund
Global Stock Fund
and
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
-------------------------------------------------------------------------------
Mailing Address: T. Rowe Price Investment Services, Inc. 100 East Pratt
Street Baltimore, Maryland 21202 1-800-638-5660
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the appropriate fund prospectus dated March 1, 2000,
which may be obtained from T. Rowe Price Investment Services, Inc.
("Investment Services").
Each fund's financial statements for the year ended October 31, 1999, and the
report of independent accountants are included in each fund's Annual Report
and incorporated by reference into this Statement of Additional Information.
If you would like a prospectus or an annual or semiannual shareholder report
for a fund of which you are not a shareholder, please call 1-800-638-5660. A
prospectus with more complete information, including management fees and
expenses, will be sent to you. Please read it carefully.
C01-043 3/1/00
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
Page Page
---- ----
<S> <S> <C> <S> <S>
Capital Stock 42 Investment Restrictions 20
- -------------------------------------- ------------------------------------
Code of Ethics 31 Legal Counsel 43
- -------------------------------------- ------------------------------------
Custodian 30 Management of the Funds 23
- -------------------------------------- ------------------------------------
Distributor for the Funds 30 Net Asset Value Per Share 38
- -------------------------------------- ------------------------------------
Dividends and Distributions 38 Portfolio Management 9
Practices
- -------------------------------------- ------------------------------------
Federal Registration of Shares 43 Portfolio Transactions 31
- -------------------------------------- ------------------------------------
Independent Accountants 44 Pricing of Securities 37
- -------------------------------------- ------------------------------------
Investment Management Services 26 Principal Holders of 26
Securities
- -------------------------------------- ------------------------------------
Investment Objectives and 2 Risk Factors 2
Policies
- -------------------------------------- ------------------------------------
Investment Performance 40 Services by Outside Parties 29
- -------------------------------------- ------------------------------------
Investment Program 6 Tax Status 38
- -------------------------------------- ------------------------------------
</TABLE>
INVESTMENT OBJECTIVES AND POLICIES
-------------------------------------------------------------------------------
The following information supplements the discussion of each fund's
investment objectives and policies discussed in each fund's prospectus.
The funds will not make a material change in their investment objectives
without obtaining shareholder approval. Unless otherwise specified, the
investment programs and restrictions of the funds are not fundamental
policies. Each fund's operating policies are subject to change by each Board
of Directors without shareholder approval. However, shareholders will be
notified of a material change in an operating policy. Each fund's fundamental
policies may not be changed without the approval of at least a majority of
the outstanding shares of the fund or, if it is less, 67% of the shares
represented at a meeting of shareholders at which the holders of 50% or more
of the shares are represented. References to the following are as indicated:
Investment Company Act of 1940 ("1940 Act")
Securities and Exchange Commission ("SEC")
T. Rowe Price Associates, Inc. ("T. Rowe Price")
Moody's Investors Service, Inc. ("Moody's")
Standard & Poor's Corporation ("S&P")
Internal Revenue Code of 1986 ("Code")
Rowe Price-Fleming International, Inc. ("Price-Fleming")
Throughout this Statement of Additional Information, "the fund" is intended
to refer to each fund listed on the cover page, unless otherwise indicated.
RISK FACTORS
-------------------------------------------------------------------------------
All Funds
The fund's investment manager, Price-Fleming, one of America's largest
managers of no-load international mutual fund assets, regularly analyzes a
broad range of international equity and fixed income markets in order to
assess the degree or risk and level of return that can be expected from each
market. Of course, there can be
<PAGE>
no assurance that Price-Fleming's forecasts of expected return will be
reflected in the actual returns achieved by the funds.
Each fund's share price will fluctuate with market, economic and foreign
exchange conditions, and your investment may be worth more or less when
redeemed than when purchased. The funds should not be relied upon as a
complete investment program, nor used to play short-term swings in the stock
or foreign exchange markets. The funds are subject to risks unique to
international investing. See discussion under "Risk Factors of Foreign
Investing" below. Further, there is no assurance that the favorable trends
discussed below will continue, and the funds cannot guarantee they will
achieve their objectives.
Risk Factors of Foreign Investing There are special risks in foreign
investing. Certain of these risks are inherent in any international mutual
fund while others relate more to the countries in which the fund will invest.
Many of the risks are more pronounced for investments in developing or
emerging market countries, such as many of the countries of Asia, Latin
America, Eastern Europe, Russia, Africa, and the Middle East. Although there
is no universally accepted definition, a developing country is generally
considered to be a country which is in the initial stages of its
industrialization cycle with a per capita gross national product of less than
$8,000.
. General Investors should understand that all investments have a risk factor.
There can be no guarantee against loss resulting from an investment in the
funds, and there can be no assurance that the funds' investment policies will
be successful, or that its investment objectives will be attained. The funds
are designed for individual and institutional investors seeking to diversify
beyond the United States in actively researched and managed portfolios, and
are intended for long-term investors who can accept the risks entailed when
investing in foreign securities.
. Political and Economic Factors Individual foreign economies of certain
countries differ favorably or unfavorably from the United States' economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. The
internal politics of certain foreign countries are not as stable as in the
United States. For example, in 1991, the existing government in Thailand was
overthrown in a military coup. In 1994-1995, the Mexican peso plunged in
value setting off a severe crisis in the Mexican economy. Asia is still
coming to terms with its own crisis and recessionary conditions sparked off
by widespread currency weakness in late 1997. In 1998, there was substantial
turmoil in markets throughout the world. In 1999, the democratically elected
government of Pakistan was over thrown by a military coup. The Russian
government also defaulted on all its domestic debt. In addition, significant
external political risks currently affect some foreign countries. Both Taiwan
and China still claim sovereignty of one another and there is a demilitarized
border and hostile relations between North and South Korea.
Governments in certain foreign countries continue to participate to a
significant degree, through ownership interest or regulation, in their
respective economies. Action by these governments could have a significant
effect on market prices of securities and payment of dividends. The economies
of many foreign countries are heavily dependent upon international trade and
are accordingly affected by protective trade barriers and economic conditions
of their trading partners. The enactment by these trading partners of
protectionist trade legislation could have a significant adverse effect upon
the securities markets of such countries.
. Currency Fluctuations The fund invests in securities denominated in various
currencies. Accordingly, a change in the value of any such currency against
the U.S. dollar will result in a corresponding change in the U.S. dollar
value of the fund's assets denominated in that currency. Such changes will
also affect the fund's income. Generally, when a given currency appreciates
against the dollar (the dollar weakens) the value of the fund's securities
denominated in that currency will rise. When a given currency depreciates
against the dollar (the dollar strengthens) the value of the fund's
securities denominated in that currency would be expected to decline.
. Investment and Repatriation of Restrictions Foreign investment in the
securities markets of certain foreign countries is restricted or controlled
in varying degrees. These restrictions limit at times and preclude investment
in certain of such countries and increase the cost and expenses of the fund.
Investments by foreign investors are subject to a variety of restrictions in
many developing countries. These restrictions may take the
<PAGE>
form of prior governmental approval, limits on the amount or type of
securities held by foreigners, and limits on the types of companies in which
foreigners may invest. Additional or different restrictions may be imposed at
any time by these or other countries in which the funds invest. In addition,
the repatriation of both investment income and capital from several foreign
countries is restricted and controlled under certain regulations, including
in some cases the need for certain government consents. For example, capital
invested in Chile normally cannot be repatriated for one year. In 1998, the
government of Malaysia imposed currency controls which effectively made it
impossible for foreign investors to convert Malaysian ringgits to foreign
currencies.
. Market Characteristics It is contemplated that most foreign securities will
be purchased in over-the-counter markets or on securities exchanges located
in the countries in which the respective principal offices of the issuers of
the various securities are located, if that is the best available market.
Investments in certain markets may be made through American Depository
Receipts ("ADRs") and Global Depository Receipts ("GDRs") traded in the
United States or on foreign exchanges. Foreign securities markets are
generally not as developed or efficient as, and more volatile than, those in
the United States. While growing in volume, they usually have substantially
less volume than U.S. markets and the fund's portfolio securities may be less
liquid and subject to more rapid and erratic price movements than securities
of comparable U.S. companies. Securities may trade at price/earnings
multiples higher than comparable United States securities and such levels may
not be sustainable. Commissions on foreign securities are generally higher
than commissions on United States exchanges, and while there is an increasing
number of overseas securities markets that have adopted a system of
negotiated rates, a number are still subject to an established schedule of
minimum commission rates. There is generally less government supervision and
regulation of foreign securities exchanges, brokers, and listed companies
than in the United States. Moreover, settlement practices for transactions in
foreign markets may differ from those in United States markets. Such
differences include delays beyond periods customary in the United States and
practices, such as delivery of securities prior to receipt of payment, which
increase the likelihood of a "failed settlement." Failed settlements can
result in losses to the fund.
. Investment Funds The fund may invest in investment funds which have been
authorized by the governments of certain countries specifically to permit
foreign investment in securities of companies listed and traded on the stock
exchanges in these respective countries. The fund's investment in these funds
is subject to the provisions of the 1940 Act. If the fund invests in such
investment funds, the fund's shareholders will bear not only their
proportionate share of the expenses of the fund (including operating expenses
and the fees of the investment manager), but also will bear indirectly
similar expenses of the underlying investment funds. In addition, the
securities of these investment funds may trade at a premium over their net
asset value.
. Information and Supervision There is generally less publicly available
information about foreign companies comparable to reports and ratings that
are published about companies in the United States. Foreign companies are
also generally not subject to uniform accounting, auditing and financial
reporting standards, practices, and requirements comparable to those
applicable to United States companies. It also is often more difficult to
keep currently informed of corporate actions which affect the prices of
portfolio securities.
. Taxes The dividends and interest payable on certain of the fund's foreign
portfolio securities may be subject to foreign withholding taxes, thus
reducing the net amount of income available for distribution to the fund's
shareholders.
. Other With respect to certain foreign countries, especially developing and
emerging ones, there is the possibility of adverse changes in investment or
exchange control regulations, expropriation or confiscatory taxation,
limitations on the removal of funds or other assets of the funds, political
or social instability, or diplomatic developments which could affect
investments by U.S. persons in those countries.
. Small Companies Small companies may have less experienced management and
fewer management resources than larger firms. A smaller company may have
greater difficulty obtaining access to capital markets, and may pay more for
the capital it obtains. In addition, smaller companies are more likely to be
involved in fewer market segments, making them more vulnerable to any
downturn in a given segment. Some of these factors may also apply, to a
lesser extent, to medium size companies.
<PAGE>
. Eastern Europe and Russia Changes occurring in Eastern Europe and Russia
today could have long-term potential consequences. As restrictions fall, this
could result in rising standards of living, lower manufacturing costs,
growing consumer spending, and substantial economic growth. However,
investment in most countries of Eastern Europe and Russia is highly
speculative at this time. Political and economic reforms are too recent to
establish a definite trend away from centrally planned economies and
state-owned industries. The collapse of the ruble from its crawling peg
exchange rate against the U.S. dollar has set back the path of reform for
several years. In many of the countries of Eastern Europe and Russia, there
is no stock exchange or formal market for securities. Such countries may also
have government exchange controls, currencies with no recognizable market
value relative to the established currencies of western market economies,
little or no experience in trading in securities, no financial reporting
standards, a lack of a banking and securities infrastructure to handle such
trading, and a legal tradition which does not recognize rights in private
property. In addition, these countries may have national policies which
restrict investments in companies deemed sensitive to the country's national
interest. Further, the governments in such countries may require governmental
or quasi-governmental authorities to act as custodian of the fund's assets
invested in such countries, and these authorities may not qualify as a
foreign custodian under the 1940 Act and exemptive relief from such Act may
be required. All of these considerations are among the factors which could
cause significant risks and uncertainties to investment in Eastern Europe and
Russia. The fund will only invest in a company located in, or a government
of, Eastern Europe and Russia, if it believes the potential return justifies
the risk.
. Latin America
Inflation Most Latin American countries have experienced, at one time or
another, severe and persistent levels of inflation, including, in some cases,
hyperinflation. This has, in turn, led to high interest rates, extreme
measures by governments to keep inflation in check, and a generally
debilitating effect on economic growth. Although inflation in many countries
has lessened, there is no guarantee it will remain at lower levels.
Political Instability The political history of certain Latin American
countries has been characterized by political uncertainty, intervention by
the military in civilian and economic spheres, and political corruption. Such
developments, if they were to reoccur, could reverse favorable trends toward
market and economic reform, privatization, and removal of trade barriers, and
result in significant disruption in securities markets.
Foreign Currency Certain Latin American countries may experience sudden and
large adjustments in their currency which, in turn, can have a disruptive and
negative effect on foreign investors. For example, in late 1994 the value of
the Mexican peso lost more than one-third of its value relative to the
dollar. In 1999, the Brazalian real lost 30% of its value against the U.S.
dollar. Certain Latin American countries may impose restrictions on the free
conversion of their currency into foreign currencies, including the U.S.
dollar. There is no significant foreign exchange market for many currencies
and it would, as a result, be difficult for the fund to engage in foreign
currency transactions designed to protect the value of the fund's interests
in securities denominated in such currencies.
Sovereign Debt A number of Latin American countries are among the largest
debtors of developing countries. There have been moratoria on, and
reschedulings of, repayment with respect to these debts. Such events can
restrict the flexibility of these debtor nations in the international markets
and result in the imposition of onerous conditions on their economies.
. Japan
The Japan Fund's concentration of its investments in Japan means the fund
will be more dependent on the investment considerations discussed above and
may be more volatile than a fund which is broadly diversified geographically.
To the extent any of the other funds also invest in Japan, such investments
will be subject to these same factors. Additional factors relating to Japan
include the following:
Japan has experienced earthquakes and tidal waves of varying degrees of
severity, and the risks of such phenomena, and damage resulting therefrom,
continue to exist. Japan also has one of the world's highest population
densities. A significant percentage of the total population of Japan is
concentrated in the metropolitan areas of Tokyo, Osaka and Nagoya.
<PAGE>
Economy The Japanese economy languished for much of the last decade. Lack of
effective governmental action in the areas of tax reform to reduce high tax
rates, banking regulation to address enormous amounts of bad debt, and
economic reforms to attempt to stimulate spending are among the factors cited
as possible causes of Japan's economic problems. The yen has had a history of
unpredictable and volatile movements against the dollar; a weakening yen
hurts U.S. investors holding yen denominated securities. Finally, the
Japanese stock market has experienced wild swings in value and has often been
considered significantly overvalued.
Energy Japan has historically depended on oil for most of its energy
requirements. Almost all of its oil is imported, the majority from the Middle
East. In the past, oil prices have had a major impact on the domestic
economy, but more recently Japan has worked to reduce its dependence on oil
by encouraging energy conservation and use of alternative fuels. In addition,
a restructuring of industry, with emphasis shifting from basic industries to
processing and assembly type industries, has contributed to the reduction of
oil consumption. However, there is no guarantee this favorable trend will
continue.
Foreign Trade Overseas trade is important to Japan's economy. Japan has few
natural resources and must export to pay for its imports of these basic
requirements. Because of the concentration of Japanese exports in highly
visible products such as automobiles, machine tools and semiconductors and
the large trade surpluses ensuing therefrom, Japan has had difficult
relations with its trading partners, particularly the U.S. It is possible
that trade sanctions or other protectionist measures could impact Japan
adversely in both the short- and long-term.
. Asia (ex-Japan)
Political Instability The political history of certain Asian countries has
been characterized by political uncertainty, intervention by the military in
civilian and economic spheres, and political corruption. Such developments,
if they continue to occur, could reverse favorable trends toward market and
economic reform, privatization and removal of trade barriers and result in
significant disruption in securities markets.
Foreign Currency Certain Asian countries may have managed currencies which
are maintained at artificial levels to the U.S. dollar rather than at levels
determined by the market. This type of system can lead to sudden and large
adjustments in the currency which, in turn, can have a disruptive and
negative effect on foreign investors. For example, in 1997 the Thai baht lost
46.75% of its value against the U.S. dollar. Certain Asian countries also may
restrict the free conversion of their currency into foreign currencies,
including the U.S. dollar. There is no significant foreign exchange market
for certain currencies and it would, as a result, be difficult for the fund
to engage in foreign currency transactions designed to protect the value of
the fund's interests in securities denominated in such currencies.
Debt A number of Asian companies are highly dependent on foreign loans for
their operation. In 1997, several Asian countries were forced to negotiate
loans from the International Monetary Fund ("IMF") and others that impose
strict repayment term schedules and require significant economic and
financial restructuring.
INVESTMENT PROGRAM
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Types of Securities
Set forth below is additional information about certain of the investments
described in each fund's prospectus.
Hybrid Instruments
Hybrid Instruments (a type of potentially high-risk derivative) have been
developed and combine the elements of futures contracts or options with those
of debt, preferred equity, or a depository instrument (hereinafter "Hybrid
Instruments"). Generally, a Hybrid Instrument will be a debt security,
preferred stock, depository share, trust certificate, certificate of deposit,
or other evidence of indebtedness on which a portion of or all interest
payments, and/or the principal or stated amount payable at maturity,
redemption, or retirement, is determined by reference to prices, changes in
prices, or differences between prices, of securities, currencies,
<PAGE>
intangibles, goods, articles, or commodities (collectively "Underlying
Assets") or by another objective index, economic factor, or other measure,
such as interest rates, currency exchange rates, commodity indices, and
securities indices (collectively "Benchmarks"). Thus, Hybrid Instruments may
take a variety of forms, including, but not limited to, debt instruments with
interest or principal payments or redemption terms determined by reference to
the value of a currency or commodity or securities index at a future point in
time, preferred stock with dividend rates determined by reference to the
value of a currency, or convertible securities with the conversion terms
related to a particular commodity.
Hybrid Instruments can be an efficient means of creating exposure to a
particular market, or segment of a market, with the objective of enhancing
total return. For example, a fund may wish to take advantage of expected
declines in interest rates in several European countries, but avoid the
transaction costs associated with buying and currency-hedging the foreign
bond positions. One solution would be to purchase a U.S. dollar-denominated
Hybrid Instrument whose redemption price is linked to the average three-year
interest rate in a designated group of countries. The redemption price
formula would provide for payoffs of greater than par if the average interest
rate was lower than a specified level, and payoffs of less than par if rates
were above the specified level. Furthermore, the fund could limit the
downside risk of the security by establishing a minimum redemption price so
that the principal paid at maturity could not be below a predetermined
minimum level if interest rates were to rise significantly. The purpose of
this arrangement, known as a structured security with an embedded put option,
would be to give the fund the desired European bond exposure while avoiding
currency risk, limiting downside market risk, and lowering transactions
costs. Of course, there is no guarantee that the strategy will be successful,
and the fund could lose money if, for example, interest rates do not move as
anticipated or credit problems develop with the issuer of the Hybrid.
The risks of investing in Hybrid Instruments reflect a combination of the
risks of investing in securities, options, futures and currencies. Thus, an
investment in a Hybrid Instrument may entail significant risks that are not
associated with a similar investment in a traditional debt instrument that
has a fixed principal amount, is denominated in U.S. dollars, or bears
interest either at a fixed rate or a floating rate determined by reference to
a common, nationally published benchmark. The risks of a particular Hybrid
Instrument will, of course, depend upon the terms of the instrument, but may
include, without limitation, the possibility of significant changes in the
Benchmarks or the prices of Underlying Assets to which the instrument is
linked. Such risks generally depend upon factors which are unrelated to the
operations or credit quality of the issuer of the Hybrid Instrument and which
may not be readily foreseen by the purchaser, such as economic and political
events, the supply and demand for the Underlying Assets, and interest rate
movements. In recent years, various Benchmarks and prices for Underlying
Assets have been highly volatile, and such volatility may be expected in the
future. Reference is also made to the discussion of futures, options, and
forward contracts herein for a discussion of the risks associated with such
investments.
Hybrid Instruments are potentially more volatile and carry greater market
risks than traditional debt instruments. Depending on the structure of the
particular Hybrid Instrument, changes in a Benchmark may be magnified by the
terms of the Hybrid Instrument and have an even more dramatic and substantial
effect upon the value of the Hybrid Instrument. Also, the prices of the
Hybrid Instrument and the Benchmark or Underlying Asset may not move in the
same direction or at the same time.
Hybrid Instruments may bear interest or pay preferred dividends at below
market (or even relatively nominal) rates. Alternatively, Hybrid Instruments
may bear interest at above market rates but bear an increased risk of
principal loss (or gain). The latter scenario may result if "leverage" is
used to structure the Hybrid Instrument. Leverage risk occurs when the Hybrid
Instrument is structured so that a given change in a Benchmark or Underlying
Asset is multiplied to produce a greater value change in the Hybrid
Instrument, thereby magnifying the risk of loss as well as the potential for
gain.
Hybrid Instruments may also carry liquidity risk since the instruments are
often "customized" to meet the portfolio needs of a particular investor, and
therefore, the number of investors that are willing and able to buy such
instruments in the secondary market may be smaller than that for more
traditional debt securities. In addition, because the purchase and sale of
Hybrid Instruments could take place in an over-the-counter market without the
guarantee of a central clearing organization or in a transaction between the
fund and the issuer of
<PAGE>
the Hybrid Instrument, the creditworthiness of the counter party or issuer of
the Hybrid Instrument would be an additional risk factor which the fund would
have to consider and monitor. Hybrid Instruments also may not be subject to
regulation of the Commodities Futures Trading Commission ("CFTC"), which
generally regulates the trading of commodity futures by U.S. persons, the
SEC, which regulates the offer and sale of securities by and to U.S. persons,
or any other governmental regulatory authority.
Illiquid or Restricted Securities
Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the Securities Act of 1933 (the "1933 Act"). Where registration
is required, the fund may be obligated to pay all or part of the registration
expenses, and a considerable period may elapse between the time of the
decision to sell and the time the fund may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the fund might obtain a less favorable
price than prevailed when it decided to sell. Restricted securities will be
priced at fair value as determined in accordance with procedures prescribed
by the fund's Board of Directors. If, through the appreciation of illiquid
securities or the depreciation of liquid securities, the fund should be in a
position where more than 15% of the value of its net assets is invested in
illiquid assets, including restricted securities, the fund will take
appropriate steps to protect liquidity.
Notwithstanding the above, the fund may purchase securities which, while
privately placed, are eligible for purchase and sale under Rule 144A under
the 1933 Act. This rule permits certain qualified institutional buyers, such
as the fund, to trade in privately placed securities even though such
securities are not registered under the 1933 Act. Price-Fleming, under the
supervision of the fund's Board of Directors, will consider whether
securities purchased under Rule 144A are illiquid and thus subject to the
fund's restriction of investing no more than 15% of its net assets in
illiquid securities. A determination of whether a Rule 144A security is
liquid or not is a question of fact. In making this determination,
Price-Fleming will consider the trading markets for the specific security
taking into account the unregistered nature of a Rule 144A security. In
addition, Price-Fleming could consider the following: (1) frequency of trades
and quotes; (2) number of dealers and potential purchases; (3) dealer
undertakings to make a market; and (4) the nature of the security and of
marketplace trades (e.g., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer). The liquidity of
Rule 144A securities would be monitored and, if as a result of changed
conditions it is determined that a Rule 144A security is no longer liquid,
the fund's holdings of illiquid securities would be reviewed to determine
what, if any, steps are required to assure that the fund does not invest more
than 15% of its net assets in illiquid securities. Investing in Rule 144A
securities could have the effect of increasing the amount of the fund's
assets invested in illiquid securities if qualified institutional buyers are
unwilling to purchase such securities.
Warrants
The fund may acquire warrants. Warrants can be highly volatile and have no
voting rights, pay no dividends, and have no rights with respect to the
assets of the corporation issuing them. Warrants basically are options to
purchase securities at a specific price valid for a specific period of time.
They do not represent ownership of the securities, but only the right to buy
them. Warrants differ from call options in that warrants are issued by the
issuer of the security which may be purchased on their exercise, whereas call
options may be written or issued by anyone. The prices of warrants do not
necessarily move parallel to the prices of the underlying securities.
There are, of course, other types of securities that are, or may become
available, which are similar to the foregoing and the funds may invest in
these securities.
<PAGE>
PORTFOLIO MANAGEMENT PRACTICES
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All Funds except Foreign Equity Fund
Lending of Portfolio Securities
Securities loans are made to broker-dealers or institutional investors or
other persons, pursuant to agreements requiring that the loans be
continuously secured by collateral at least equal at all times to the value
of the securities lent, marked to market on a daily basis. The collateral
received will consist of cash, U.S. government securities, letters of credit
or such other collateral as may be permitted under its investment program.
While the securities are being lent, the fund will continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities,
as well as interest on the investment of the collateral or a fee from the
borrower. The fund has a right to call each loan and obtain the securities,
within such period of time which coincides with the normal settlement period
for purchases and sales of such securities in the respective markets. The
fund will not have the right to vote on securities while they are being lent,
but it will call a loan in anticipation of any important vote. The risks in
lending portfolio securities, as with other extensions of secured credit,
consist of possible delay in receiving additional collateral or in the
recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially. Loans will only be made to firms deemed
by Price-Fleming to be of good standing and will not be made unless, in the
judgment of Price-Fleming, the consideration to be earned from such loans
would justify the risk.
All Funds
Interfund Borrowing and Lending
The fund is a party to an exemptive order received from the SEC on December
8, 1998, amended on November 23, 1999, that permits it to borrow money from
and/or lend money to other funds in the T. Rowe Price complex ("Price
Funds"). All loans are set at an interest rate between the rate charged on
overnight repurchase agreements and short-term bank loans. All loans are
subject to numerous conditions designed to ensure fair and equitable
treatment of all participating funds. The program is subject to the oversight
and periodic review of the Boards of Directors of the Price Funds.
Repurchase Agreements
The fund may enter into a repurchase agreement through which an investor
(such as the fund) purchases a security (known as the "underlying security")
from a well-established securities dealer or a bank that is a member of the
Federal Reserve System. Any such dealer or bank will be on T. Rowe Price's
approved list and have a credit rating with respect to its short-term debt of
at least A1 by S&P, P1 by Moody's, or the equivalent rating by T. Rowe Price.
At that time, the bank or securities dealer agrees to repurchase the
underlying security at the same price, plus specified interest. Repurchase
agreements are generally for a short period of time, often less than a week.
Repurchase agreements which do not provide for payment within seven days will
be treated as illiquid securities. The fund will only enter into repurchase
agreements where (1) the underlying securities are of the type (excluding
maturity limitations) which the fund's investment guidelines would allow it
to purchase directly, (2) the market value of the underlying security,
including interest accrued, will be at all times equal to or exceed the value
of the repurchase agreement, and (3) payment for the underlying security is
made only upon physical delivery or evidence of book-entry transfer to the
account of the custodian or a bank acting as agent. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the fund
could experience both delays in liquidating the underlying security and
losses, including: (a) possible decline in the value of the underlying
security during the period while the fund seeks to enforce its rights
thereto; (b) possible subnormal levels of income and lack of access to income
during this period; and (c) expenses of enforcing its rights.
Money Market Reserves
It is expected that the fund will invest its cash reserves primarily in one
or more money market funds established for the exclusive use of the T. Rowe
Price family of mutual funds and other clients of T. Rowe Price and
Price-Fleming. Currently, two such money market funds are in
operation-Reserve Investment Fund ("RIF") and Government Reserve Investment
Fund ("GRF"), each a series of the Reserve Investment Funds,
<PAGE>
Inc. Additional series may be created in the future. These funds were created
and operate under an Exemptive Order issued by the SEC (Investment Company
Act Release No. IC-22770, July 29, 1997).
Both funds must comply with the requirements of Rule 2a-7 under the 1940 Act
governing money market funds. The RIF invests at least 95% of its total
assets in prime money market instruments receiving the highest credit rating.
The GRF invests primarily in a portfolio of U.S. government-backed
securities, primarily U.S. Treasuries, and repurchase agreements thereon.
The RIF and GRF provide a very efficient means of managing the cash reserves
of the fund. While neither RIF or GRF pay an advisory fee to the Investment
Manager, they will incur other expenses. However, the RIF and GRF are
expected by T. Rowe Price to operate at very low expense ratios. The fund
will only invest in RIF or GRF to the extent it is consistent with its
objective and program.
Neither fund is insured or guaranteed by the U.S. government, and there is no
assurance they will maintain a stable net asset value of $1.00 per share.
Options
Options are a type of potentially high-risk derivative.
Writing Covered Call Options
The fund may write (sell) American or European style "covered" call options
and purchase options to close out options previously written by the fund. In
writing covered call options, the fund expects to generate additional premium
income which should serve to enhance the fund's total return and reduce the
effect of any price decline of the security or currency involved in the
option. Covered call options will generally be written on securities or
currencies which, in Price-Fleming's opinion, are not expected to have any
major price increases or moves in the near future but which, over the long
term, are deemed to be attractive investments for the fund.
A call option gives the holder (buyer) the "right to purchase", and the
writer (seller) has the "obligation to sell", a security or currency at a
specified price (the exercise price) at expiration of the option (European
style) or at any time until a certain date (the expiration date) (American
style). So long as the obligation of the writer of a call option continues,
he may be assigned an exercise notice by the broker-dealer through whom such
option was sold, requiring him to deliver the underlying security or currency
against payment of the exercise price. This obligation terminates upon the
expiration of the call option, or such earlier time at which the writer
effects a closing purchase transaction by repurchasing an option identical to
that previously sold. To secure his obligation to deliver the underlying
security or currency in the case of a call option, a writer is required to
deposit in escrow the underlying security or currency or other assets in
accordance with the rules of a clearing corporation.
The fund generally will write only covered call options. This means that the
fund will either own the security or currency subject to the option or an
option to purchase the same underlying security or currency, having an
exercise price equal to or less than the exercise price of the "covered"
option. From time to time, the fund will write a call option that is not
covered as indicated above but where the fund will establish and maintain
with its custodian for the term of the option, an account consisting of cash,
U.S. government securities, other liquid high-grade debt obligations, or
other suitable cover as permitted by the SEC having a value equal to the
fluctuating market value of the optioned securities or currencies. While such
an option would be "covered" with sufficient collateral to satisfy SEC
prohibitions on issuing senior securities, this type of strategy would expose
the fund to the risks of writing uncovered options.
Portfolio securities or currencies on which call options may be written will
be purchased solely on the basis of investment considerations consistent with
the fund's investment objective. The writing of covered call options is a
conservative investment technique believed to involve relatively little risk
(in contrast to the writing of naked or uncovered options, which the fund
generally will not do), but capable of enhancing the fund's total return.
When writing a covered call option, a fund, in return for the premium, gives
up the opportunity for profit from a price increase in the underlying
security or currency above the exercise price, but conversely retains the
risk of loss should the price of the security or currency decline. Unlike one
who owns securities or
<PAGE>
currencies not subject to an option, the fund has no control over when it may
be required to sell the underlying securities or currencies, since it may be
assigned an exercise notice at any time prior to the expiration of its
obligation as a writer. If a call option which the fund has written expires,
the fund will realize a gain in the amount of the premium; however, such gain
may be offset by a decline in the market value of the underlying security or
currency during the option period. If the call option is exercised, the fund
will realize a gain or loss from the sale of the underlying security or
currency. The fund does not consider a security or currency covered by a call
to be "pledged" as that term is used in the fund's policy which limits the
pledging or mortgaging of its assets. If the fund writes an uncovered option
as described above, it will bear the risk of having to purchase the security
subject to the option at a price higher than the exercise price of the
option. As the price of a security could appreciate substantially, the fund's
loss could be significant.
The premium received is the market value of an option. The premium the fund
will receive from writing a call option will reflect, among other things, the
current market price of the underlying security or currency, the relationship
of the exercise price to such market price, the historical price volatility
of the underlying security or currency, and the length of the option period.
Once the decision to write a call option has been made, Price-Fleming, in
determining whether a particular call option should be written on a
particular security or currency, will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary market will
exist for those options. The premium received by the fund for writing covered
call options will be recorded as a liability of the fund. This liability will
be adjusted daily to the option's current market value, which will be the
latest sale price at the time at which the net asset value per share of the
fund is computed (close of the New York Stock Exchange), or, in the absence
of such sale, the latest asked price. The option will be terminated upon
expiration of the option, the purchase of an identical option in a closing
transaction, or delivery of the underlying security or currency upon the
exercise of the option.
Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security or currency from
being called, or to permit the sale of the underlying security or currency.
Furthermore, effecting a closing transaction will permit the fund to write
another call option on the underlying security or currency with either a
different exercise price or expiration date or both. If the fund desires to
sell a particular security or currency from its portfolio on which it has
written a call option, or purchased a put option, it will seek to effect a
closing transaction prior to, or concurrently with, the sale of the security
or currency. There is, of course, no assurance that the fund will be able to
effect such closing transactions at favorable prices. If the fund cannot
enter into such a transaction, it may be required to hold a security or
currency that it might otherwise have sold. When the fund writes a covered
call option, it runs the risk of not being able to participate in the
appreciation of the underlying securities or currencies above the exercise
price, as well as the risk of being required to hold on to securities or
currencies that are depreciating in value. This could result in higher
transaction costs. The fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
Call options written by the fund will normally have expiration dates of less
than nine months from the date written. The exercise price of the options may
be below, equal to, or above the current market values of the underlying
securities or currencies at the time the options are written. From time to
time, the fund may purchase an underlying security or currency for delivery
in accordance with an exercise notice of a call option assigned to it, rather
than delivering such security or currency from its portfolio. In such cases,
additional costs may be incurred.
The fund will realize a profit or loss from a closing purchase transaction if
the cost of the transaction is less or more than the premium received from
the writing of the option. Because increases in the market price of a call
option will generally reflect increases in the market price of the underlying
security or currency, any loss resulting from the repurchase of a call option
is likely to be offset in whole or in part by appreciation of the underlying
security or currency owned by the fund.
The fund will not write a covered call option if, as a result, the aggregate
market value of all portfolio securities or currencies covering written call
or put options exceeds 25% of the market value of the fund's net assets. In
<PAGE>
calculating the 25% limit, the fund will offset, against the value of assets
covering written calls and puts, the value of purchased calls and puts on
identical securities or currencies with identical maturity dates.
Writing Covered Put Options
The fund may write American or European style covered put options and
purchase options to close out options previously written by the fund. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) has the obligation to buy, the underlying security or currency at
the exercise price during the option period (American style) or at the
expiration of the option (European style). So long as the obligation of the
writer continues, he may be assigned an exercise notice by the broker-dealer
through whom such option was sold, requiring him to make payment to the
exercise price against delivery of the underlying security or currency. The
operation of put options in other respects, including their related risks and
rewards, is substantially identical to that of call options.
The fund would write put options only on a covered basis, which means that
the fund would maintain in a segregated account cash, U.S. government
securities, other liquid high-grade debt obligations, or other suitable cover
as determined by the SEC, in an amount not less than the exercise price or
the fund will own an option to sell the underlying security or currency
subject to the option having an exercise price equal to or greater than the
exercise price of the "covered" option at all times while the put option is
outstanding. (The rules of a clearing corporation currently require that such
assets be deposited in escrow to secure payment of the exercise price.)
The fund would generally write covered put options in circumstances where
Price-Fleming wishes to purchase the underlying security or currency for the
fund's portfolio at a price lower than the current market price of the
security or currency. In such event the fund would write a put option at an
exercise price which, reduced by the premium received on the option, reflects
the lower price it is willing to pay. Since the fund would also receive
interest on debt securities or currencies maintained to cover the exercise
price of the option, this technique could be used to enhance current return
during periods of market uncertainty. The risk in such a transaction would be
that the market price of the underlying security or currency would decline
below the exercise price less the premiums received. Such a decline could be
substantial and result in a significant loss to the fund. In addition, the
fund, because it does not own the specific securities or currencies which it
may be required to purchase in exercise of the put, cannot benefit from
appreciation, if any, with respect to such specific securities or currencies.
The fund will not write a covered put option if, as a result, the aggregate
market value of all portfolio securities or currencies covering put or call
options exceeds 25% of the market value of the fund's net assets. In
calculating the 25% limit, the fund will offset, against the value of assets
covering written puts and calls, the value of purchased puts and calls on
identical securities or currencies with identical maturity dates.
Purchasing Put Options
The fund may purchase American or European style put options. As the holder
of a put option, the fund has the right to sell the underlying security or
currency at the exercise price at any time during the option period (American
style) or at the expiration of the option (European style). The fund may
enter into closing sale transactions with respect to such options, exercise
them or permit them to expire. The fund may purchase put options for
defensive purposes in order to protect against an anticipated decline in the
value of its securities or currencies. An example of such use of put options
is provided next.
The fund may purchase a put option on an underlying security or currency (a
"protective put") owned by the fund as a defensive technique in order to
protect against an anticipated decline in the value of the security or
currency. Such hedge protection is provided only during the life of the put
option when the fund, as the holder of the put option, is able to sell the
underlying security or currency at the put exercise price regardless of any
decline in the underlying security's market price or currency's exchange
value. For example, a put option may be purchased in order to protect
unrealized appreciation of a security or currency where T. Rowe Price deems
it desirable to continue to hold the security or currency because of tax
considerations. The premium paid for the put option and any transaction costs
would reduce any capital gain otherwise available for distribution when the
security or currency is eventually sold.
<PAGE>
The fund may also purchase put options at a time when the fund does not own
the underlying security or currency. By purchasing put options on a security
or currency it does not own, the fund seeks to benefit from a decline in the
market price of the underlying security or currency. If the put option is not
sold when it has remaining value, and if the market price of the underlying
security or currency remains equal to or greater than the exercise price
during the life of the put option, the fund will lose its entire investment
in the put option. In order for the purchase of a put option to be
profitable, the market price of the underlying security or currency must
decline sufficiently below the exercise price to cover the premium and
transaction costs, unless the put option is sold in a closing sale
transaction.
The fund will not commit more than 5% of its assets to premiums when
purchasing put and call options. The premium paid by the fund when purchasing
a put option will be recorded as an asset of the fund. This asset will be
adjusted daily to the option's current market value, which will be the latest
sale price at the time at which the net asset value per share of the fund is
computed (close of New York Stock Exchange), or, in the absence of such sale,
the latest bid price. This asset will be terminated upon expiration of the
option, the selling (writing) of an identical option in a closing
transaction, or the delivery of the underlying security or currency upon the
exercise of the option.
Purchasing Call Options
The fund may purchase American or European style call options. As the holder
of a call option, the fund has the right to purchase the underlying security
or currency at the exercise price at any time during the option period
(American style) or at the expiration of the option (European style). The
fund may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire. The fund may purchase call options
for the purpose of increasing its current return or avoiding tax consequences
which could reduce its current return. The fund may also purchase call
options in order to acquire the underlying securities or currencies. Examples
of such uses of call options are provided next.
Call options may be purchased by the fund for the purpose of acquiring the
underlying securities or currencies for its portfolio. Utilized in this
fashion, the purchase of call options enables the fund to acquire the
securities or currencies at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities or
currencies directly. This technique may also be useful to the fund in
purchasing a large block of securities or currencies that would be more
difficult to acquire by direct market purchases. So long as it holds such a
call option rather than the underlying security or currency itself, the fund
is partially protected from any unexpected decline in the market price of the
underlying security or currency and in such event could allow the call option
to expire, incurring a loss only to the extent of the premium paid for the
option.
The fund will not commit more than 5% of its assets to premiums when
purchasing call and put options. The fund may also purchase call options on
underlying securities or currencies it owns in order to protect unrealized
gains on call options previously written by it. A call option would be
purchased for this purpose where tax considerations make it inadvisable to
realize such gains through a closing purchase transaction. Call options may
also be purchased at times to avoid realizing losses.
Dealer (Over-the-Counter) Options
The fund may engage in transactions involving dealer options. Certain risks
are specific to dealer options. While the fund would look to a clearing
corporation to exercise exchange-traded options, if the fund were to purchase
a dealer option, it would rely on the dealer from whom it purchased the
option to perform if the option were exercised. Failure by the dealer to do
so would result in the loss of the premium paid by the fund as well as loss
of the expected benefit of the transaction.
Exchange-traded options generally have a continuous liquid market while
dealer options have none. Consequently, the fund will generally be able to
realize the value of a dealer option it has purchased only by exercising it
or reselling it to the dealer who issued it. Similarly, when the fund writes
a dealer option, it generally will be able to close out the option prior to
its expiration only by entering into a closing purchase transaction with the
dealer to which the fund originally wrote the option. While the fund will
seek to enter into dealer options only with dealers who will agree to and
which are expected to be capable of entering into
<PAGE>
closing transactions with the fund, there can be no assurance that the fund
will be able to liquidate a dealer option at a favorable price at any time
prior to expiration. Until the fund, as a covered dealer call option writer,
is able to effect a closing purchase transaction, it will not be able to
liquidate securities (or other assets) or currencies used as cover until the
option expires or is exercised. In the event of insolvency of the contra
party, the fund may be unable to liquidate a dealer option. With respect to
options written by the fund, the inability to enter into a closing
transaction may result in material losses to the fund. For example, since the
fund must maintain a secured position with respect to any call option on a
security it writes, the fund may not sell the assets which it has segregated
to secure the position while it is obligated under the option. This
requirement may impair a fund's ability to sell portfolio securities or
currencies at a time when such sale might be advantageous.
The Staff of the SEC has taken the position that purchased dealer options and
the assets used to secure the written dealer options are illiquid securities.
The fund may treat the cover used for written Over-the-Counter ("OTC")
options as liquid if the dealer agrees that the fund may repurchase the OTC
option it has written for a maximum price to be calculated by a predetermined
formula. In such cases, the OTC option would be considered illiquid only to
the extent the maximum repurchase price under the formula exceeds the
intrinsic value of the option.
Futures Contracts
Futures contracts are a type of potentially high-risk derivative.
Transactions in Futures
The funds may enter into futures contracts including stock index, interest
rate, and currency futures ("futures" or "futures contracts") for hedging,
yield or return enhancement, and risk management purposes.
Stock index futures contracts may be used to provide a hedge for a portion of
the fund's portfolio, as a cash management tool, or as an efficient way for
Price-Fleming to implement either an increase or decrease in portfolio market
exposure in response to changing market conditions. The fund may purchase or
sell futures contracts with respect to any stock index. Nevertheless, to
hedge the fund's portfolio successfully, the fund must sell futures contacts
with respect to indices or subindices whose movements will have a significant
correlation with movements in the prices of the fund's portfolio securities.
Interest rate or currency futures contracts may be used as a hedge against
changes in prevailing levels of interest rates or currency exchange rates in
order to establish more definitely the effective return on securities or
currencies held or intended to be acquired by the fund. In this regard, the
fund could sell interest rate or currency futures as an offset against the
effect of expected increases in interest rates or currency exchange rates and
purchase such futures as an offset against the effect of expected declines in
interest rates or currency exchange rates.
The fund will enter into futures contracts which are traded on national or
foreign futures exchanges, and are standardized as to maturity date and
underlying financial instrument. Futures exchanges and trading in the United
States are regulated under the Commodity Exchange Act by the CFTC. Although
techniques other than the sale and purchase of futures contracts could be
used for the above-referenced purposes, futures contracts offer an effective
and relatively low cost means of implementing the fund's objectives in these
areas.
Regulatory Limitations
If the fund purchases or sells futures contracts or related options which do
not qualify as bona fide hedging under applicable CFTC rules, the aggregate
initial margin deposits and premium required to establish those positions
cannot exceed 5% of the liquidation value of the fund after taking into
account unrealized profits and unrealized losses on any such contracts it has
entered into; provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded
in calculating the 5% limitation. For purposes of this policy, options on
futures contracts and foreign currency options traded on a commodities
exchange will be considered "related options." This policy may be modified by
the
<PAGE>
Board of Directors without a shareholder vote and does not limit the
percentage of the fund's assets at risk to 5%.
In instances involving the purchase of futures contracts or the writing of
call or put options thereon by the fund, an amount of cash, liquid assets, or
other suitable cover as permitted by the SEC, equal to the market value of
the futures contracts and options thereon (less any related margin deposits),
will be identified by the fund to cover the position, or alternative cover
(such as owning an offsetting position) will be employed. Assets used as
cover or held in an identified account cannot be sold while the position in
the corresponding option or future is open, unless they are replaced with
similar assets. As a result, the commitment of a large portion of a fund's
assets to cover or identified accounts could impede portfolio management or
the fund's ability to meet redemption requests or other current obligations.
If the CFTC or other regulatory authorities adopt different (including less
stringent) or additional restrictions, the fund would comply with such new
restrictions.
Trading in Futures Contracts
A futures contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific financial instrument (e.g.,
units of a stock index) for a specified price, date, time and place
designated at the time the contract is made. Brokerage fees are incurred when
a futures contract is bought or sold and margin deposits must be maintained.
Entering into a contract to buy is commonly referred to as buying or
purchasing a contract or holding a long position. Entering into a contract to
sell is commonly referred to as selling a contract or holding a short
position.
Unlike when the fund purchases or sells a security, no price would be paid or
received by the fund upon the purchase or sale of a futures contract. Upon
entering into a futures contract, and to maintain the fund's open positions
in futures contracts, the fund would be required to deposit with its
custodian in a segregated account in the name of the futures broker an amount
of cash, or liquid assets known as "initial margin." The margin required for
a particular futures contract is set by the exchange on which the contract is
traded, and may be significantly modified from time to time by the exchange
during the term of the contract. Futures contracts are customarily purchased
and sold on margins that may range upward from less than 5% of the value of
the contract being traded.
If the price of an open futures contract changes (by increase in the case of
a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not
satisfy margin requirements, the broker will require an increase in the
margin. However, if the value of a position increases because of favorable
price changes in the futures contract so that the margin deposit exceeds the
required margin, the broker will pay the excess to the fund.
These subsequent payments, called "variation margin," to and from the futures
broker, are made on a daily basis as the price of the underlying assets
fluctuate, making the long and short positions in the futures contract more
or less valuable, a process known as "marking to market."
Although certain futures contracts, by their terms, require actual future
delivery of and payment for the underlying instruments, in practice most
futures contracts are usually closed out before the delivery date. Closing
out an open futures contract purchase or sale is effected by entering into an
offsetting futures contract sale or purchase, respectively, for the same
aggregate amount of the identical securities and the same delivery date. If
the offsetting purchase price is less than the original sale price, the fund
realizes a gain; if it is more, the fund realizes a loss. Conversely, if the
offsetting sale price is more than the original purchase price, the fund
realizes a gain; if it is less, the fund realizes a loss. The transaction
costs must also be included in these calculations. There can be no assurance,
however, that the fund will be able to enter into an offsetting transaction
with respect to a particular futures contract at a particular time. If the
fund is not able to enter into an offsetting transaction, the fund will
continue to be required to maintain the margin deposits on the futures
contract.
Settlement of a stock index futures contract may or may not be in the
underlying security. If not in the underlying security, then settlement will
be made in cash, equivalent over time to the difference between the
<PAGE>
contract price and the actual price of the underlying asset (as adjusted by a
multiplier) at the time the stock index futures contract expires.
Special Risks of Transactions in Futures Contracts
. Volatility and Leverage The prices of futures contracts are volatile and are
influenced, among other things, by actual and anticipated changes in the
market and interest rates, which in turn are affected by fiscal and monetary
policies and national and international political and economic events.
Most United States futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures contract may
vary either up or down from the previous day's settlement price at the end of
a trading session. Once the daily limit has been reached in a particular type
of futures contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular
trading day and therefore does not limit potential losses, because the limit
may prevent the liquidation of unfavorable positions. Futures contract prices
have occasionally moved to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of
futures positions and subjecting some futures traders to substantial losses.
Margin deposits required on futures trading are low. As a result, a
relatively small price movement in a futures contract may result in immediate
and substantial loss, as well as gain, to the investor. For example, if at
the time of purchase, 10% of the value of the futures contract is deposited
as margin, a subsequent 10% decrease in the value of the futures contract
would result in a total loss of the margin deposit, before any deduction for
the transaction costs, if the account were then closed out. A 15% decrease
would result in a loss equal to 150% of the original margin deposit, if the
contract were closed out. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
. Liquidity The fund may elect to close some or all of its futures positions
at any time prior to their expiration. The fund would do so to reduce
exposure represented by long futures positions or short futures positions.
The fund may close its positions by taking opposite positions which would
operate to terminate the fund's position in the futures contracts. Final
determinations of variation margin would then be made, additional cash would
be required to be paid by or released to the fund, and the fund would realize
a loss or a gain.
Futures contracts may be closed out only on the exchange or board of trade
where the contracts were initially traded. Although the fund intends to
purchase or sell futures contracts only on exchanges or boards of trade where
there appears to be an active market, there is no assurance that a liquid
market on an exchange or board of trade will exist for any particular
contract at any particular time. In such event, it might not be possible to
close a futures contract, and in the event of adverse price movements, the
fund would continue to be required to make daily cash payments of variation
margin. However, in the event futures contracts have been used to hedge the
underlying instruments, the fund would continue to hold the underlying
instruments subject to the hedge until the futures contracts could be
terminated. In such circumstances, an increase in the price of underlying
instruments, if any, might partially or completely offset losses on the
futures contract. However, as described next, there is no guarantee that the
price of the underlying instruments will, in fact, correlate with the price
movements in the futures contract and thus provide an offset to losses on a
futures contract.
. Hedging Risk A decision of whether, when, and how to hedge involves skill
and judgment, and even a well-conceived hedge may be unsuccessful to some
degree because of unexpected market behavior, market or interest rate trends.
There are several risks in connection with the use by the fund of futures
contracts as a hedging device. One risk arises because of the imperfect
correlation between movements in the prices of the futures contracts and
movements in the prices of the underlying instruments which are the subject
of the hedge. Price-Fleming will, however, attempt to reduce this risk by
entering into futures contracts whose movements, in its judgment, will have a
significant correlation with movements in the prices of the fund's underlying
instruments sought to be hedged.
Successful use of futures contracts by the fund for hedging purposes is also
subject to Price-Fleming's ability to correctly predict movements in the
direction of the market. It is possible that, when the fund has sold futures
<PAGE>
to hedge its portfolio against a decline in the market, the index, indices,
or instruments underlying futures might advance and the value of the
underlying instruments held in the fund's portfolio might decline. If this
were to occur, the fund would lose money on the futures and also would
experience a decline in value in its underlying instruments. However, while
this might occur to a certain degree, Price-Fleming believes that over time
the value of the fund's portfolio will tend to move in the same direction as
the market indices used to hedge the portfolio. It is also possible that, if
the fund were to hedge against the possibility of a decline in the market
(adversely affecting the underlying instruments held in its portfolio) and
prices instead increased, the fund would lose part or all of the benefit of
increased value of those underlying instruments that it has hedged, because
it would have offsetting losses in its futures positions. In addition, in
such situations, if the fund had insufficient cash, it might have to sell
underlying instruments to meet daily variation margin requirements. Such
sales of underlying instruments might be, but would not necessarily be, at
increased prices (which would reflect the rising market). The fund might have
to sell underlying instruments at a time when it would be disadvantageous to
do so.
In addition to the possibility that there might be an imperfect correlation,
or no correlation at all, between price movements in the futures contracts
and the portion of the portfolio being hedged, the price movements of futures
contracts might not correlate perfectly with price movements in the
underlying instruments due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors might close futures contracts through offsetting
transactions, which could distort the normal relationship between the
underlying instruments and futures markets. Second, the margin requirements
in the futures market are less onerous than margin requirements in the
securities markets and, as a result, the futures market might attract more
speculators than the securities markets do. Increased participation by
speculators in the futures market might also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and also because of imperfect correlation between price movements in the
underlying instruments and movements in the prices of futures contracts, even
a correct forecast of general market trends by Price-Fleming might not result
in a successful hedging transaction over a very short time period.
Options on Futures Contracts
The fund may purchase and sell options on the same types of futures in which
it may invest.
Options (another type of potentially high-risk derivative) on futures are
similar to options on underlying instruments except that options on futures
give the purchaser the right, in return for the premium paid, to assume a
position in a futures contract (a long position if the option is a call and a
short position if the option is a put), rather than to purchase or sell the
futures contract, at a specified exercise price at any time during the period
of the option. Upon exercise of the option, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by the delivery of the accumulated balance in the writer's
futures margin account which represents the amount by which the market price
of the futures contract, at exercise, exceeds (in the case of a call) or is
less than (in the case of a put) the exercise price of the option on the
futures contract. Purchasers of options who fail to exercise their options
prior to the exercise date suffer a loss of the premium paid.
As an alternative to writing or purchasing call and put options on stock
index futures, the fund may write or purchase call and put options on
financial indices. Such options would be used in a manner similar to the use
of options on futures contracts. From time to time, a single order to
purchase or sell futures contracts (or options thereon) may be made on behalf
of the fund and other T. Rowe Price funds. Such aggregated orders would be
allocated among the funds and the other T. Rowe Price funds in a fair and
nondiscriminatory manner.
Special Risks of Transactions in Options on Futures Contracts
The risks described under "Special Risks in Transactions on Futures
Contracts" are substantially the same as the risks of using options on
futures. If the fund were to write an option on a futures contract, it would
be required to deposit and maintain initial and variation margin in the same
manner as a regular futures contract. In addition, where the fund seeks to
close out an option position by writing or buying an offsetting option
<PAGE>
covering the same index, underlying instrument or contract and having the
same exercise price and expiration date, its ability to establish and close
out positions on such options will be subject to the maintenance of a liquid
secondary market. Reasons for the absence of a liquid secondary market on an
exchange include the following: (1) there may be insufficient trading
interest in certain options; (2) restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; (3) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options, or underlying instruments; (4) unusual or
unforeseen circumstances may interrupt normal operations on an exchange; (5)
the facilities of an exchange or a clearing corporation may not at all times
be adequate to handle current trading volume; or (6) one or more exchanges
could, for economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class or series
of options), in which event the secondary market on that exchange (or in the
class or series of options) would cease to exist, although outstanding
options on the exchange that had been issued by a clearing corporation as a
result of trades on that exchange would continue to be exercisable in
accordance with their terms. There is no assurance that higher than
anticipated trading activity or other unforeseen events might not, at times,
render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers'
orders.
Additional Futures and Options Contracts
Although the fund has no current intention of engaging in futures or options
transactions other than those described above, it reserves the right to do
so. Such futures and options trading might involve risks which differ from
those involved in the futures and options described above.
Foreign Futures and Options
Participation in foreign futures and foreign options transactions involves
the execution and clearing of trades on or subject to the rules of a foreign
board of trade. Neither the National Futures Association nor any domestic
exchange regulates activities of any foreign boards of trade, including the
execution, delivery and clearing of transactions, or has the power to compel
enforcement of the rules of a foreign board of trade or any applicable
foreign law. This is true even if the exchange is formally linked to a
domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary
depending on the foreign country in which the foreign futures or foreign
options transaction occurs. For these reasons, when the fund trades foreign
futures or foreign options contracts, it may not be afforded certain of the
protective measures provided by the Commodity Exchange Act, the CFTC's
regulations and the rules of the National Futures Association and any
domestic exchange, including the right to use reparations proceedings before
the CFTC and arbitration proceedings provided by the National Futures
Association or any domestic futures exchange. In particular, funds received
from the fund for foreign futures or foreign options transactions may not be
provided the same protections as funds received in respect of transactions on
United States futures exchanges. In addition, the price of any foreign
futures or foreign options contract and, therefore, the potential profit and
loss thereon may be affected by any variance in the foreign exchange rate
between the time the fund's order is placed and the time it is liquidated,
offset or exercised.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are principally traded
in the interbank market conducted directly between currency traders (usually
large, commercial banks) and their customers. A forward contract generally
has no deposit requirement, and no commissions are charged at any stage for
trades.
The fund may enter into forward contracts for a variety of purposes in
connection with the management of the foreign securities portion of its
portfolio. The fund's use of such contracts would include, but not be limited
to, the following:
First, when the fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may desire to "lock in" the
U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale, for a fixed amount of dollars, of the amount of foreign
currency involved in the
<PAGE>
underlying security transactions, the fund will be able to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date the security is purchased or sold and the date on which
payment is made or received.
Second, when Price-Fleming believes that one currency may experience a
substantial movement against another currency, including the U.S. dollar, it
may enter into a forward contract to sell or buy the amount of the former
foreign currency, approximating the value of some or all of the fund's
portfolio securities denominated in such foreign currency. Alternatively,
where appropriate, the fund may hedge all or part of its foreign currency
exposure through the use of a basket of currencies or a proxy currency where
such currency or currencies act as an effective proxy for other currencies.
In such a case, the fund may enter into a forward contract where the amount
of the foreign currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging technique may be
more efficient and economical than entering into separate forward contracts
for each currency held in the fund. The precise matching of the forward
contract amounts and the value of the securities involved will not generally
be possible since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date
it matures. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Under normal circumstances, consideration of
the prospect for currency parties will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, Price-Fleming believes that it is important to have the flexibility
to enter into such forward contracts when it determines that the best
interests of the fund will be served.
The fund may enter into forward contacts for any other purpose consistent
with the fund's investment objective and program. However, the fund will not
enter into a forward contract, or maintain exposure to any such contract(s),
if the amount of foreign currency required to be delivered thereunder would
exceed the fund's holdings of liquid, high-grade debt securities, currency
available for cover of the forward contract(s) or other suitable cover as
permitted by the SEC. In determining the amount to be delivered under a
contract, the fund may net offsetting positions.
At the maturity of a forward contract, the fund may sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and either extend the maturity of the forward contract (by "rolling"
that contract forward) or may initiate a new forward contract.
If the fund retains the portfolio security and engages in an offsetting
transaction, the fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward prices increase, the
fund will suffer a loss to the extent of the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.
The fund's dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, the fund
reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, the fund is
not required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate
by Price-Fleming. It also should be realized that this method of hedging
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It simply establishes a rate of
exchange at a future date. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result from an increase in the value of that currency.
Although the fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on
a daily basis. It will do so from time to time, and there are costs
associated with currency conversion. Although foreign exchange dealers do not
charge a fee for conversion,
<PAGE>
they do realize a profit based on the difference (the "spread") between the
prices at which they are buying and selling various currencies. Thus, a
dealer may offer to sell a foreign currency to the fund at one rate, while
offering a lesser rate of exchange should the fund desire to resell that
currency to the dealer.
Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign
Exchange Contracts
The fund may enter into certain options, futures, and forward foreign
exchange contracts, including options and futures on currencies, which will
be treated as Section 1256 contracts or straddles.
Transactions that are considered Section 1256 contracts will be considered to
have been closed at the end of the fund's fiscal year and any gains or losses
will be recognized for tax purposes at that time. Such gains or losses from
the normal closing or settlement of such transactions will be characterized
as 60% long-term capital gain (taxable at a maximum rate of 20%) or loss and
40% short-term capital gain or loss regardless of the holding period of the
instrument (ordinary income or loss for foreign exchange contracts). The fund
will be required to distribute net gains on such transactions to shareholders
even though it may not have closed the transaction and received cash to pay
such distributions.
Options, futures and forward foreign exchange contracts, including options
and futures on currencies, which offset a foreign dollar-denominated bond or
currency position may be considered straddles for tax purposes, in which case
a loss on any position in a straddle will be subject to deferral to the
extent of unrealized gain in an offsetting position. The holding period of
the securities or currencies comprising the straddle will be deemed not to
begin until the straddle is terminated. The holding period of the security
offsetting an "in-the-money qualified covered call" option on an equity
security will not include the period of time the option is outstanding.
Losses on written covered calls and purchased puts on securities, excluding
certain "qualified covered call" options on equity securities, may be
long-term capital losses, if the security covering the option was held for
more than 12 months prior to the writing of the option.
In order for the fund to continue to qualify for federal income tax treatment
as a regulated investment company, at least 90% of its gross income for a
taxable year must be derived from qualifying income, i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or currencies. Tax regulations could be issued limiting the extent
that net gain realized from option, futures or foreign forward exchange
contracts on currencies is qualifying income for purposes of the 90%
requirement.
As a result of the "Taxpayer Relief Act of 1997," entering into certain
options, futures contracts, or forward contracts may result in the
"constructive sale" of offsetting stocks or debt securities of the fund.
INVESTMENT RESTRICTIONS
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Fundamental policies may not be changed without the approval of the lesser of
(1) 67% of the fund's shares present at a meeting of shareholders if the
holders of more than 50% of the outstanding shares are present in person or
by proxy or (2) more than 50% of a fund's outstanding shares. Other
restrictions in the form of operating policies are subject to change by the
fund's Board of Directors without shareholder approval. Any investment
restriction which involves a maximum percentage of securities or assets shall
not be considered to be violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition of securities or assets
of, or borrowings by, the fund. Calculation of the fund's total assets for
compliance with any of the following fundamental or operating policies or any
other investment restrictions set forth in the fund's prospectus or Statement
of Additional Information will not include cash collateral held in connection
with securities lending activities.
<PAGE>
Fundamental Policies
As a matter of fundamental policy, the fund may not:
(1) Borrowing Borrow money except that the fund may (i) borrow for
non-leveraging, temporary or emergency purposes; and (ii) engage in
reverse repurchase agreements and make other investments or engage in
other transactions, which may involve a borrowing, in a manner consistent
with the fund's investment objective and program, provided that the
combination of (i) and (ii) shall not exceed 33/1//\\/3/\\% of the value
of the fund's total assets (including the amount borrowed) less
liabilities (other than borrowings) or such other percentage permitted by
law. Any borrowings which come to exceed this amount will be reduced in
accordance with applicable law. The fund may borrow from banks, other
Price Funds, or other persons to the extent permitted by applicable law;
(2) Commodities Purchase or sell physical commodities; except that it may
enter into futures contracts and options thereon;
(3) Industry Concentration Purchase the securities of any issuer if, as a
result, more than 25% of the value of the fund's total assets would be
invested in the securities of issuers having their principal business
activities in the same industry;
All Funds except Foreign Equity Fund
(4) Loans Make loans, although the fund may (i) lend portfolio securities and
participate in an interfund lending program with other Price Funds
provided that no such loan may be made if, as a result, the aggregate of
such loans would exceed 33/1//\\/3/\\% of the value of the fund's total
assets; (ii) purchase money market securities and enter into repurchase
agreements; and (iii) acquire publicly distributed or privately placed
debt securities and purchase debt;
Loans (Foreign Equity Fund) Make loans, although the fund may (i)
participate in an interfund lending program with other Price Funds
provided that no such loan may be made if, as a result, the aggregate of
such loans would exceed 33/1//\\/3/\\% of the value of the fund's total
assets; (ii) purchase money market securities and enter into repurchase
agreements; and (iii) acquire publicly distributed or privately placed
debt securities and purchase debt;
All Funds except Latin America Fund
(5) Percent Limit on Assets Invested in Any One Issuer Purchase a security
if, as a result, with respect to 75% of the value of its total assets,
more than 5% of the value of the fund's total assets would be invested in
the securities of a single issuer, except securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities;
(6) Percent Limit on Share Ownership of Any One Issuer Purchase a security
if, as a result, with respect to 75% of the value of a fund's total
assets, more than 10% of the outstanding voting securities of any issuer
would be held by the fund (other than obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities);
All Funds
(7) Real Estate Purchase or sell real estate, including limited partnership
interests therein, unless acquired as a result of ownership of securities
or other instruments (but this shall not prevent the fund from investing
in securities or other instruments backed by real estate or securities of
companies engaged in the real estate business);
(8) Senior Securities Issue senior securities except in compliance with the
1940 Act; or
(9) Underwriting Underwrite securities issued by other persons, except to the
extent that the fund may be deemed to be an underwriter within the
meaning of the 1933 Act in connection with the purchase and sale of its
portfolio securities in the ordinary course of pursuing its investment
program.
<PAGE>
NOTES
The following Notes should be read in connection with the above-described
fundamental policies. The Notes are not fundamental policies.
With respect to investment restriction (2), the fund does not consider
currency contracts or hybrid investments to be commodities.
For purposes of investment restriction (3), U.S., state or local
governments, or related agencies or instrumentalities, are not considered
an industry. Industries are determined by reference to the
classifications of industries set forth in the fund's semiannual and
annual reports. It is the position of the Staff of the SEC that foreign
governments are industries for purposes of this restriction.
For purposes of investment restriction (4), the fund will consider the
acquisition of a debt security to include the execution of a note or
other evidence of an extension of credit with a term of more than nine
months.
Operating Policies
As a matter of operating policy, the fund may not:
(1) Borrowing Purchase additional securities when money borrowed exceeds 5%
of its total assets;
(2) Control of Portfolio Companies Invest in companies for the purpose of
exercising management or control;
(3) Futures Contracts Purchase a futures contract or an option thereon, if,
with respect to positions in futures or options on futures which do not
represent bona fide hedging, the aggregate initial margin and premiums on
such options would exceed 5% of the fund's net asset value;
(4) Illiquid Securities Purchase illiquid securities if, as a result, more
than 15% of its net assets would be invested in such securities;
(5) Investment Companies Purchase securities of open-end or closed-end
investment companies except (i) in compliance with the 1940 Act; or (ii)
securities of the Reserve Investment or Government Reserve Investment
Funds;
(6) Margin Purchase securities on margin, except (i) for use of short-term
credit necessary for clearance of purchases of portfolio securities and
(ii) it may make margin deposits in connection with futures contracts or
other permissible investments;
(7) Mortgaging Mortgage, pledge, hypothecate or, in any manner, transfer any
security owned by the fund as security for indebtedness except as may be
necessary in connection with permissible borrowings or investments and
then such mortgaging, pledging or hypothecating may not exceed
33/1//\\/3/\\% of the fund's total assets at the time of borrowing or
investment;
(8) Oil and Gas Programs Purchase participations or other direct interests
in, or enter into leases with respect to oil, gas, or other mineral
exploration or development programs if, as a result thereof, more than 5%
of the value of the total assets of the fund would be invested in such
programs;
(9) Options, etc. Invest in puts, calls, straddles, spreads, or any
combination thereof, except to the extent permitted by the prospectus and
Statement of Additional Information;
(10) Short Sales Effect short sales of securities; or
(11) Warrants Invest in warrants if, as a result thereof, more than 10% of
the value of the net assets of the fund would be invested in warrants.
In addition to the restrictions described above, some foreign countries
limit, or prohibit, all direct foreign investment in the securities of their
companies. However, the governments of some countries have authorized the
organization of investment funds to permit indirect foreign investment in
such securities. For tax purposes, these funds may be known as Passive
Foreign Investment Companies. Each fund is subject to
<PAGE>
certain percentage limitations under the 1940 Act and certain states relating
to the purchase of securities of investment companies, and may be subject to
the limitation that no more than 10% of the value of the fund's total assets
may be invested in such securities.
MANAGEMENT OF THE FUNDS
-------------------------------------------------------------------------------
The officers and directors of the fund are listed below. Unless otherwise
noted, the address of each is 100 East Pratt Street, Baltimore, Maryland
21202. Except as indicated, each has been an employee of T. Rowe Price for
more than five years. In the list below, the fund's directors who are
considered "interested persons" of T. Rowe Price as defined under Section
2(a)(19) of the 1940 Act are noted with an asterisk (*). These directors are
referred to as inside directors by virtue of their officership, directorship,
and/or employment with T. Rowe Price.
Independent Directors/(a)/
ANTHONY W. DEERING, 1/28/45, Director, Chairman of the Board, President, and
Chief Executive Officer, The Rouse Company, real estate developers, Columbia,
Maryland; Address: 10275 Little Patuxent Parkway, Columbia, Maryland 21044
DONALD W. DICK, JR., 1/27/43, Principal, EuroCapital Advisors, LLC, an
acquisition and management advisory firm; formerly (5/89-6/95) Principal,
Overseas Partners, Inc., a financial investment firm; formerly (6/65-3/89)
Director and Vice President; Consumer Products Division, McCormick & Company,
Inc., international food processors; Director, Waverly, Inc., Baltimore,
Maryland; Address: P.O.Box 491, Chilmark, Massacusetts 02535
PAUL M. WYTHES, 6/23/33, Founding Partner of Sutter Hill Ventures, a venture
capital limited partnership, providing equity capital to young high
technology companies throughout the United States; Director, Teltone
Corporation and InterVentional Technologies Inc.; Address: 755 Page Mill
Road, Suite A200, Palo Alto, California 94304-1005
(a) Unless otherwise indicated, the Independent Directors have been at their
respective companies for at least five years.
Inside Directors/Officers
* M. DAVID TESTA, 4/22/44, Chairman of the Board-Chairman of the Board and
Director, Price-Fleming; Vice Chairman of the Board, Chief Investment
Officer, and Managing Director, T. Rowe Price; Vice President and Director,
T. Rowe Price Trust Company; Chartered Financial Analyst
* MARTIN G. WADE, 2/16/43, Director and President-Director, Chief Investment
Officer, and Vice Chairman of the Board, Price-Fleming; Director, Fleming
Holdings Limited; Director, Robert Fleming Asset Management; Address: 25
Copthall Avenue, London, EC2R 7DR, England
/a/ PETER B. ASKEW, 5/10/53, Executive Vice President-Executive Vice
President, Price-Fleming
/ab/ JOHN R. FORD, 11/25/57, Executive Vice President/Vice President-Executive
Vice President, Price-Fleming; Chartered Financial Analyst
/ab/ DAVID J.L. WARREN, 4/14/57, Executive Vice President/Vice
President-Executive Vice President, Price-Fleming
/a/ CHRISTOPHER D. ALDERSON, 3/29/62, Vice President-Vice President,
Price-Fleming
MARK C.J. BICKFORD-SMITH, 4/30/62, Vice President-Vice President and
portfolio manager of Price-Fleming; formerly a Director and portfolio manager
of Jardine Fleming Investment Management
/a/ ROBERT P. CAMPBELL, 1/31/56, Vice President-Vice President, T. Rowe Price
and Price-Fleming
/a/ MICHAEL J. CONELIUS, 6/16/64, Vice President-Assistant Vice President, T.
Rowe Price
<PAGE>
/a/ FRANCES DYDASCO, 5/8/66, Vice President-Vice President and portfolio
manager of Price-Fleming (Singapore); formerly (1994-1996) an Investment
Manager at LGT Asset Management Ltd. (Hong Kong); and (1993-1994) with East
Asia Hamon Asset (Hong Kong)
/a/ MARK J.T. EDWARDS, 10/27/57, Vice President-Vice President, Price-Fleming
HENRY H. HOPKINS, 12/23/42, Vice President-Vice President, Price-Fleming and
T. Rowe Price Retirement Plan Services, Inc.; Director and Managing Director,
T. Rowe Price; Vice President and Director, T. Rowe Price Investment
Services, Inc., T. Rowe Price Services, Inc. and T. Rowe Price Trust Company
/a/ IAN J. MACDONALD, 1/7/62, Vice President-Vice President, Price-Fleming;
formerly (1992-1997) Senior Fund Manager at Mercury Asset Management (Japan)
GEORGE A. MURNAGHAN, 5/1/56, Vice President-Managing Director, T. Rowe Price;
Executive Vice President, Price-Fleming; Vice President, T. Rowe Price Trust
Company and T. Rowe Price Investment Services, Inc.
/a/ ROBERT A. REVEL-CHION, 3/9/65, Vice President-Vice President,
Price-Fleming; formerly (1994-1997) portfolio manager, Jardine Fleming (Hong
Kong), and (1987-1993) Assistant Investment Manager, Nestle Rewntree Pension
Trust
JAMES S. RIEPE, 6/25/43, Vice President-Vice Chairman of the Board, Managing
Director, and Director, T. Rowe Price; Chairman of the Board, T. Rowe Price
Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price
Retirement Plan Services, Inc.; Chairman of the Board, President, and Trust
Officer, T. Rowe Price Trust Company; Director, Price-Fleming and General Re
Corporation
/a/ CHRISTOPHER ROTHERY, 5/26/63, Vice President-Vice President, Price-Fleming
/b/ R. TODD RUPPERT, 5/7/56, Vice President-Managing Director, T. Rowe Price;
Vice President, T. Rowe Price Trust Company and T. Rowe Price Retirement Plan
Services, Inc.
JAMES B.M. SEDDON, 6/17/64, Vice President-Vice President, Price-Fleming
/a/ BENEDICT R.F. THOMAS, 8/27/64, Vice President-Vice President,
Price-Fleming; Chartered Financial Analyst
/a/ JUSTIN THOMSON, 1/14/68, Vice President-Vice President, Price-Fleming;
(1998 to present) Small Cap Co-Ordinator, Price-Fleming; formerly (1991-1998)
Portfolio Manager; G. T. Capital/Invesco
WILLIAM F. WENDLER II, 3/14/62, Vice President-Vice President, T. Rowe Price,
Price-Fleming, and T. Rowe Price Investment Services, Inc.
/a/ RICHARD T. WHITNEY, 5/7/58, Vice President-Managing Director, T. Rowe
Price; Vice President, Price-Fleming and T. Rowe Price Trust Company;
Chartered Financial Analyst
EDWARD A. WIESE, 4/12/59, Vice President-Vice President, T. Rowe Price,
Price-Fleming, and T. Rowe Price Trust Company
PATRICIA B. LIPPERT, 1/12/53, Secretary-Assistant Vice President, T. Rowe
Price and T. Rowe Price Investment Services, Inc.
CARMEN F. DEYESU, 8/1/41, Treasurer-Vice President, T. Rowe Price, T. Rowe
Price Services, Inc., and T. Rowe Price Trust Company
DAVID S. MIDDLETON, 1/18/56, Controller-Vice President, T. Rowe Price and T.
Rowe Price Trust Company
/a/ ANN B. CRANMER, 3/23/47, Assistant Vice President-Vice President,
Price-Fleming
ROGER L. FIERY III, 2/10/59, Assistant Vice President-Vice President,
Price-Fleming and T. Rowe Price
<PAGE>
/a/ LEAH P. HOLMES, 2/11/44, Assistant Vice President-Vice President,
Price-Fleming; Assistant Vice President, T. Rowe Price
INGRID I. VORDEMBERGE, 9/27/35, Assistant Vice President-Employee, T. Rowe
Price
(a) Messrs. Askew, Ford, and Warren are Executive Vice Presidents of the
International Funds only. Messrs. Alderson, Campbell, Revel-Chion,
Conelius, Dydasco, Edwards, Macdonald, Rothery, Seddon, Thomas, Thomson,
and Whitney are Vice Presidents of the International Funds only. Mmes.
Cranmer and Holmes are Assistant Vice Presidents of the International
Funds only.
(b) Messrs. Ford, Ruppert, and Warren are Vice Presidents of the Foreign Equity
Fund.
Compensation Table
The funds do not pay pension or retirement benefits to their independent
officers or directors. Also, any director of a fund who is an officer or
employee of T. Rowe Price or Price-Fleming does not receive any remuneration
from the fund.
<TABLE>
<CAPTION>
Name of Person, Aggregate Compensation from Total Compensation from Fund and
Position Fund(a) Fund Complex Paid to Directors(b)
- -------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
International Stock Fund
Anthony W. Deering, Director $5,286 $81,000
Donald W. Dick, Director 4,749 81,000
Paul M. Wythes, Director 4,749 80,000
- --------------------------------------------------------------------------------------------------------------------------
International Discovery Fund
Anthony W. Deering, Director $1,760 $81,000
Donald W. Dick, Director 1,782 81,000
Paul M. Wythes, Director 1,782 80,000
- --------------------------------------------------------------------------------------------------------------------------
International Growth & Income Fund
$
Anthony W. Deering, Director 1,398 $81,000
Donald W. Dick, Director 1,390 81,000
Paul M. Wythes, Director 1,390 80,000
- --------------------------------------------------------------------------------------------------------------------------
European Stock Fund
Anthony W. Deering, Director $2,194 $81,000
Donald W. Dick, Director 2,161 81,000
Paul M. Wythes, Director 2,161 80,000
- --------------------------------------------------------------------------------------------------------------------------
Japan Fund
Anthony W. Deering, Director $1,798 $81,000
Donald W. Dick, Director 1,776 81,000
Paul M. Wythes, Director 1,776 80,000
- --------------------------------------------------------------------------------------------------------------------------
New Asia Fund
Anthony W. Deering, Director $1,943 $81,000
Donald W. Dick, Director 1,945 81,000
Paul M. Wythes, Director 1,945 80,000
- --------------------------------------------------------------------------------------------------------------------------
Latin America Fund
$
Anthony W. Deering, Director 1,747 $81,000
Donald W. Dick, Director 1,776 81,000
Paul M. Wythes, Director 1,776 80,000
- --------------------------------------------------------------------------------------------------------------------------
Emerging Markets Stock Fund
Anthony W. Deering, Director $1,704 $81,000
Donald W. Dick, Director 1,740 81,000
Paul M. Wythes, Director 1,740 80,000
- --------------------------------------------------------------------------------------------------------------------------
Global Stock Fund
Anthony W. Deering, Director $1,740 $81,000
Donald W. Dick, Director 1,730 81,000
Paul M. Wythes, Director 1,730 80,000
- --------------------------------------------------------------------------------------------------------------------------
Foreign Equity Fund
Anthony W. Deering, Director $2,851 $81,000
Donald W. Dick, Director 2,707 81,000
Paul M. Wythes, Director 2,707 80,000
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(a) Amounts in this column are based on accrued compensation from November
1, 1998 to October 31, 1999.
(b) Amounts in this column are based on compensation received from January
1, 1999 to December 31, 1999. The T. Rowe Price complex included 88 funds
as of December 31, 1999.
All Funds
The fund's Executive Committee, consisting of the fund's interested
directors, has been authorized by its respective Board of Directors to
exercise all powers of the Board to manage the funds in the intervals between
meetings of the Board, except the powers prohibited by statute from being
delegated.
PRINCIPAL HOLDERS OF SECURITIES
-------------------------------------------------------------------------------
As of the date of the prospectus, the officers and directors of the fund, as
a group, owned less than 1% of the outstanding shares of the fund.
As of January 29, 2000, the following shareholders beneficially owned more
than 5% of the outstanding shares of the fund:
International Stock, New Asia, Japan and European Stock Funds, respectively:
Charles Schwab & Co. Inc., Reinvestment Account, Attn.: Mutual Fund Dept.,
101 West Montgomery Street, San Francisco, California 94104-4122.
International Stock: Pirateline & Co., T. Rowe Price Associates, Attn.: Fund
Accounting Dept., 100 East Pratt Street, Baltimore, Maryland 21201-1009.
Japan Fund: National-Financial Services for the Exclusive Benefit of our
Customers, 200 Liberty, One Financial Center, 4th Floor, New York, New York
10281-1003.
Foreign Equity Fund: PACO, c/o Mutual Funds Unit #38615, P.O. Box 3577, Los
Angeles, California 90051-1577.
INVESTMENT MANAGEMENT SERVICES
-------------------------------------------------------------------------------
Services
Under the Management Agreement, Price-Fleming provides the fund with
discretionary investment services. Specifically, Price-Fleming is responsible
for supervising and directing the investments of the fund in
<PAGE>
accordance with the fund's investment objectives, program, and restrictions
as provided in its prospectus and this Statement of Additional Information.
Price-Fleming is also responsible for effecting all security transactions on
behalf of the fund, including the negotiation of commissions and the
allocation of principal business and portfolio brokerage. In addition to
these services, Price-Fleming provides the fund with certain corporate
administrative services, including: maintaining the fund's corporate
existence and corporate records; registering and qualifying fund shares under
federal laws; monitoring the financial, accounting, and administrative
functions of the fund; maintaining liaison with the agents employed by the
fund such as the fund's custodian and transfer agent; assisting the fund in
the coordination of such agents' activities; and permitting Price-Fleming's
employees to serve as officers, directors, and committee members of the fund
without cost to the fund.
The Management Agreement also provides that Price-Fleming, its directors,
officers, employees, and certain other persons performing specific functions
for the fund will only be liable to the fund for losses resulting from
willful misfeasance, bad faith, gross negligence, or reckless disregard of
duty.
Under the Management Agreement, Price-Fleming is permitted to utilize the
services or facilities of others to provide it or the funds with statistical
and other factual information, advice regarding economic factors and trends,
advice as to occasional transactions in specific securities, and such other
information, advice or assistance as Price-Fleming may deem necessary,
appropriate, or convenient for the discharge of its obligations under the
Management Agreement or otherwise helpful to the funds.
Certain administrative support is provided by T. Rowe Price, which receives
from Price-Fleming a fee of 0.15% of the market value of all assets in equity
accounts, 0.15% of the market value of all assets in active fixed income
accounts, and 0.035% of the market value of all assets in passive fixed
income accounts under Price-Fleming's management. Price-Fleming has entered
into research agreements with Fleming Investment Management Limited (FIM) and
Jardine Fleming International Holdings Limited (JFIH). For services under the
research agreements, FIM and JFIH each receive a fee of 0.075% of the market
value of all assets in equity accounts under Price-Fleming's management. FIM
and JFIH each receive a fee of 0.075% of the market value of all assets in
active fixed income accounts and 0.0175% of such market value in passive
fixed income accounts under Price-Fleming's management. In addition to the
research provided under these agreements, Price-Fleming has access to the
publicly available research materials produced by FIM and JFIH. FIM is a
wholly owned subsidiary of Flemings. JFIH is a wholly owned subsidiary of
Jardine Fleming.
All Funds except Foreign Equity Fund
Management Fee
The fund pays Price-Fleming a fee ("Fee") which consists of two components: a
Group Management Fee ("Group Fee") and an Individual Fund Fee ("Fund Fee").
The Fee is paid monthly to Price-Fleming on the first business day of the
next succeeding calendar month and is calculated as described next.
The monthly Group Fee ("Monthly Group Fee") is the sum of the daily Group Fee
accruals ("Daily Group Fee Accruals") for each month. The Daily Group Fee
Accrual for any particular day is computed by multiplying the Price Funds'
group fee accrual as determined below ("Daily Price Funds' Group Fee
Accrual") by the ratio of the Price Fund's net assets for that day to the sum
of the aggregate net assets of the Price Funds for that day. The Daily Price
Funds' Group Fee Accrual for any particular day is calculated by multiplying
the fraction of one (1) over the number of calendar days in the year by the
annualized Daily Price Funds' Group Fee Accrual for that day as determined in
accordance with the following schedule:
<TABLE>
Price Funds' Annual Group Base Fee Rate for Each
Level of Assets
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
0.480% First $1 billion 0.360% Next $2 billion 0.310% Next $16 billion
------------------------------------------------------------------------------
0.450% Next $1 billion 0.350% Next $2 billion 0.305% Next $30 billion
------------------------------------------------------------------------------
0.420% Next $1 billion 0.340% Next $5 billion 0.300% Next $40 billion
------------------------------------------------------------------------------
0.390% Next $1 billion 0.330% Next $10 billion 0.295% Thereafter
------------------------------------------------------------------------------
0.370% Next $1 billion 0.320% Next $10 billion
</TABLE>
<PAGE>
For the purpose of calculating the Group Fee, the Price Funds include all the
mutual funds distributed by Investment Services, (excluding the T. Rowe Price
Spectrum Funds, and any institutional, index, or private label mutual funds).
For the purpose of calculating the Daily Price Funds' Group Fee Accrual for
any particular day, the net assets of each Price Fund are determined in
accordance with the funds' prospectus as of the close of business on the
previous business day on which the fund was open for business.
The monthly Fund Fee ("Monthly Fund Fee") is the sum of the daily Fund Fee
accruals ("Daily Fund Fee Accruals") for each month. The Daily Fund Fee
Accrual for any particular day is computed by multiplying the fraction of one
(1) over the number of calendar days in the year by the individual Fund Fee
Rate and multiplying this product by the net assets of the fund for that day,
as determined in accordance with the fund's prospectus as of the close of
business on the previous business day on which the fund was open for
business. The individual fund fees of each fund are listed in the following
chart:
<TABLE>
<CAPTION>
<S> <C>
International Stock Fund 0.35%
International Discovery Fund 0.75
International Growth & Income Fund
European Stock Fund 0.50
Japan Fund 0.50
New Asia Fund 0.50
Latin America Fund 0.75
Emerging Markets Stock Fund 0.75
Global Stock Fund 0.35
</TABLE>
The following chart sets forth the total management fees if any, paid to
Price-Fleming by the funds, during the last three years:
<TABLE>
<CAPTION>
Fund 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
International Stock $67,463,000 $67,677,000 $67,678,000
International Discovery 2,637,000 2,476,000 3,313,000
International Growth & Income -- -- --
European Stock 11,960,000 10,502,000 7,315,000
Japan 2,345,000 1,261,000 1,444,000
New Asia 6,444,000 5,779,000 15,273,000
Latin America 2,162,000 3,530,000 3,989,000
Emerging Markets Stock 962,000 1,092,000 1,402,000
Global Stock 274,000 81,000 5,000
- --------------------------------------------------------------------------------------------------------
</TABLE>
Foreign Equity Fund
For its services to the fund under the Management Agreement, Price-Fleming is
paid an annual fee, in monthly installments, based on the fund's average
daily net assets at the rate of 0.70%. For the fiscal years 1999, 1998, and
1997, Price-Fleming received from the fund management fees totaling
$22,916,000, $23,624,000, and $20,250,000, respectively.
Limitation on Fund Expenses
The Management Agreement between each fund and Price-Fleming provides that
each fund will bear all expenses of its operations not specifically assumed
by Price-Fleming. Set forth in the prospectus are details of various expense
limitations agreed to by Price-Fleming and the funds.
T. Rowe Price Spectrum Fund, Inc.
The funds are parties to Special Servicing Agreements ("Agreement") between
and among T. Rowe Price Spectrum Fund, Inc. ("Spectrum Fund"), T. Rowe Price,
Price-Fleming, and various other T. Rowe Price funds which, along with the
funds, are funds in which Spectrum Fund invests (collectively all such funds
"Underlying Price Funds").
<PAGE>
The Agreement provides that, if the Board of Directors of any Underlying
Price Fund determines that such Underlying Fund's share of the aggregate
expenses of Spectrum Fund is less than the estimated savings to the
Underlying Price Fund from the operation of Spectrum Fund, the Underlying
Price Fund will bear those expenses in proportion to the average daily value
of its shares owned by Spectrum Fund, provided further that no Underlying
Price Fund will bear such expenses in excess of the estimated savings to it.
Such savings are expected to result primarily from the elimination of
numerous separate shareholder accounts which are or would have been invested
directly in the Underlying Price Funds and the resulting reduction in
shareholder servicing costs. Although such cost savings are not certain, the
estimated savings to the Underlying Price Funds generated by the operation of
Spectrum Fund are expected to be sufficient to offset most, if not all, of
the expenses incurred by Spectrum Fund.
Management Related Services
As noted above, the Management Agreement spells out the expenses to be paid
by the fund. In addition to the Management Fee, the fund pays for the
following: shareholder service expenses; custodial, accounting, legal, and
audit fees; costs of preparing and printing prospectuses and reports sent to
shareholders; registration fees and expenses; proxy and annual meeting
expenses (if any); and director fees and expenses.
T. Rowe Price Services, Inc., a wholly owned subsidiary of T. Rowe Price,
acts as the fund's transfer and dividend disbursing agent and provides
shareholder and administrative services. Services for certain types of
retirement plans are provided by T. Rowe Price Retirement Plan Services,
Inc., also a wholly owned subsidiary. The address for each is 100 East Pratt
St., Baltimore, MD 21202. Additionally, T. Rowe Price, under a separate
agreement with the funds, provides accounting services to the funds.
The funds paid the expenses shown in the following table for the fiscal year
ended October 31, 1999, to T. Rowe Price and its affiliates.
<TABLE>
<CAPTION>
Transfer Agent and Retirement Accounting
Fund Shareholder Services Subaccounting Services
---- -------------------- Services --------
--------
<S> <C> <C> <C>
International Stock $6,347,000 $4,529,000 $164,000
International Discovery 400,000 24,000 132,000
International Growth & Income 25,000 -- 97,000
European Stock 1,709,000 115,000 111,000
Japan 436,000 7,000 108,000
New Asia 1,735,000 138,000 122,000
Latin America 595,000 43,000 117,000
Emerging Markets Stock 260,000 19,000 106,000
Global Stock 136,000 28,000 106,000
Foreign Equity 32,000 -- 111,000
</TABLE>
SERVICES BY OUTSIDE PARTIES
-------------------------------------------------------------------------------
The shares of some fund shareholders are held in omnibus accounts maintained
by various third parties, including retirement plan sponsors, insurance
companies, banks and broker-dealers. The fund has adopted an administrative
fee payment ("AFP") program that authorizes the fund to make payments to
these third parties. The payments are made for transfer agent, recordkeeping
and other administrative services provided by, or on behalf of, the third
parties with respect to such shareholders and the omnibus accounts. Under the
AFP program, the funds paid the amounts set forth below to various third
parties in 1999.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
International Stock Fund $1,563,631.05
International Discovery Fund 23,430.79
European Stock Fund 5,698.23
New Asia Fund 36,371.44
Latin America Fund 25,952.64
</TABLE>
DISTRIBUTOR FOR THE FUNDS
-------------------------------------------------------------------------------
Investment Services, a Maryland corporation formed in 1980 as a wholly owned
subsidiary of T. Rowe Price, serves as the fund's distributor. Investment
Services is registered as a broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers,
Inc. The offering of the fund's shares is continuous.
Investment Services is located at the same address as the fund and T. Rowe
Price-100 East Pratt Street, Baltimore, Maryland 21202.
Investment Services serves as distributor to the fund pursuant to an
Underwriting Agreement ("Underwriting Agreement"), which provides that the
fund will pay all fees and expenses in connection with: necessary state
filings; preparing, setting in type, printing, and mailing its prospectuses
and reports to shareholders; and issuing its shares, including expenses of
confirming purchase orders.
The Underwriting Agreement provides that Investment Services will pay all
fees and expenses in connection with: printing and distributing prospectuses
and reports for use in offering and selling fund shares; preparing, setting
in type, printing, and mailing all sales literature and advertising;
Investment Services' federal and state registrations as a broker-dealer; and
offering and selling shares, except for those fees and expenses specifically
assumed by the fund. Investment Services' expenses are paid by T. Rowe Price.
Investment Services acts as the agent of the fund in connection with the sale
of its shares in the various states in which Investment Services is qualified
as a broker-dealer. Under the Underwriting Agreement, Investment Services
accepts orders for fund shares at net asset value. No sales charges are paid
by investors or the fund.
CUSTODIAN
-------------------------------------------------------------------------------
State Street Bank and Trust Company is the custodian for the fund's U.S.
securities and cash, but it does not participate in the fund's investment
decisions. Portfolio securities purchased in the U.S. are maintained in the
custody of the Bank and may be entered into the Federal Reserve Book Entry
System, or the security depository system of the Depository Trust
Corporation. State Street Bank's main office is at 225 Franklin Street,
Boston, Massachusetts 02110.
The fund has entered into a Custodian Agreement with The Chase Manhattan
Bank, N.A., London, pursuant to which portfolio securities which are
purchased outside the United States are maintained in the custody of various
foreign branches of The Chase Manhattan Bank and such other custodians,
including foreign banks and foreign securities depositories as are approved
in accordance with regulations under the 1940 Act. The address for The Chase
Manhattan Bank, N.A., London is Woolgate House, Coleman Street, London, EC2P
2HD, England.
<PAGE>
CODE OF ETHICS
-------------------------------------------------------------------------------
The fund's investment adviser (Price-Fleming) has a written Code of Ethics
which requires all Access Persons to obtain prior clearance before engaging
in personal securities transactions. Transactions must be executed within
three business days of their clearance. In addition, all employees must
report their personal securities transactions within 10 days after the end of
the calendar quarter. Access Persons will not be permitted to effect
transactions in a security: if there are pending client orders in the
security; the security has been purchased or sold by a client within seven
calendar days; the security is being considered for purchase for a client; or
the security is subject to internal trading restrictions. In addition, Access
Persons are prohibited from profiting from short-term trading (e.g.,
purchases and sales involving the same security within 60 days). Any person
becoming an Access Person must file a statement of personal securities
holdings within 10 days of this date. All Access Persons are required to file
an annual statement with respect to their personal securities holdings. Any
material violation of the Code of Ethics is reported to the Board of the
fund. The Board also reviews the administration of the Code of Ethics on an
annual basis.
PORTFOLIO TRANSACTIONS
-------------------------------------------------------------------------------
Investment or Brokerage Discretion
Decisions with respect to the purchase and sale of portfolio securities on
behalf of the fund are made by Price-Fleming. Price-Fleming is also
responsible for implementing these decisions, including the negotiation of
commissions and the allocation of portfolio brokerage and principal business.
How Brokers and Dealers Are Selected
Equity Securities
In purchasing and selling equity securities, it is Price-Fleming's policy to
obtain quality execution at the most favorable prices through responsible
brokers and dealers and, at competitive commission rates where such rates are
negotiable. However, under certain conditions, the fund may pay higher
brokerage commissions in return for brokerage and research services. As a
general practice, over-the-counter orders are executed with market-makers. In
selecting among market-makers, Price-Fleming generally seeks to select those
it believes to be actively and effectively trading the security being
purchased or sold. In selecting broker-dealers to execute the fund's
portfolio transactions, consideration is given to such factors as the price
of the security, the rate of the commission, the size and difficulty of the
order, the reliability, integrity, financial condition, general execution and
operational capabilities of competing brokers and dealers, their expertise in
particular markets and brokerage and research services provided by them. It
is not the policy of Price-Fleming to seek the lowest available commission
rate where it is believed that a broker or dealer charging a higher
commission rate would offer greater reliability or provide better price or
execution.
Transactions on stock exchanges involve the payment of brokerage commissions.
In transactions on stock exchanges in the United States, these commissions
are negotiated. Traditionally, commission rates have generally not been
negotiated on stock markets outside the United States. However, an increasing
number of overseas stock markets have adopted a system of negotiated rates,
although a number of markets continue to be subject to an established
schedule of minimum commission rates. It is expected that equity securities
will ordinarily be purchased in the primary markets, whether over-the-counter
or listed, and that listed securities may be purchased in the
over-the-counter market if such market is deemed the primary market. In the
case of securities traded on the over-the-counter markets, there is generally
no stated commission, but the price usually includes an undisclosed
commission or markup. In underwritten offerings, the price includes a
disclosed, fixed commission or discount.
Fixed Income Securities
For fixed income securities, it is expected that purchases and sales will
ordinarily be transacted with the issuer, the issuer's underwriter, or with a
primary market maker acting as principal on a net basis, with no brokerage
commission being paid by the fund. However, the price of the securities
generally includes compensation
<PAGE>
which is not disclosed separately. Transactions placed through dealers who
are serving as primary market makers reflect the spread between the bid and
asked prices.
With respect to equity and fixed income securities, Price-Fleming may effect
principal transactions on behalf of the funds with a broker or dealer who
furnishes brokerage and/or research services benefitting such clients,
designate any such broker or dealer to receive selling concessions, discounts
or other allowances, or otherwise deal with any such broker or dealer in
connection with the acquisition of securities in underwritings. Price-Fleming
may receive research services in connection with brokerage transactions,
including designations in fixed price offerings.
Price-Fleming may cause a fund to pay a broker-dealer who furnishes brokerage
and/or research services a commission for executing a transaction that is in
excess of the commission another broker-dealer would have received for
executing the transaction if it is determined that such commission is
reasonable in relation to the value of the brokerage and/or research services
which have been provided. In some cases, research services are generated by
third parties but are provided to Price-Fleming by or through broker-dealers.
Descriptions of Research Services Received From Brokers and Dealers
Price-Fleming receives a wide range of research services from brokers and
dealers covering investment opportunities throughout the world, including
information on the economies, industries, groups of securities, individual
companies, statistics, political developments, technical market action,
pricing and appraisal services, and performance analyses of all the countries
in which a fund's portfolio is likely to be invested. Price-Fleming cannot
readily determine the extent to which commissions charged by brokers reflect
the value of their research services, but brokers occasionally suggest a
level of business they would like to receive in return for the brokerage and
research services they provide. To the extent that research services of value
are provided by brokers, Price-Fleming is relieved of expenses which it might
otherwise bear. In some cases, research services are generated by third
parties but are provided to Price-Fleming by or through brokers.
Commissions to Brokers Who Furnish Research Services
Certain brokers-dealers that provide quality execution services also furnish
research services to Price-Fleming. Price-Fleming has adopted a brokerage
allocation policy embodying the concepts of Section 28(e) of the Securities
Exchange Act of 1934, which permits an investment adviser to cause its
clients to pay a broker which furnishes brokerage or research services a
higher commission than that which might be charged by another broker which
does not furnish brokerage or research services, or which furnishes brokerage
or research services deemed to be of lesser value, if such commission is
deemed reasonable in relation to the brokerage and research services provided
by the broker, viewed in terms of either that particular transaction or the
overall responsibilities of the adviser with respect to the accounts as to
which it exercises investment discretion. Accordingly, Price-Fleming may
assess the reasonableness of commissions in light of the total brokerage and
research services provided by each particular broker.
Miscellaneous
Research services furnished by brokers through which Price-Fleming effects
securities transactions may be used in servicing all accounts managed by
Price-Fleming. Conversely, research services received from brokers which
execute transactions for a particular fund will not necessarily be used by
Price-Fleming exclusively in connection with the management of that fund.
Some of Price-Fleming's other clients have investment objectives and programs
similar to those of the fund. Price-Fleming may make recommendations to other
clients which result in their purchasing or selling securities simultaneously
with the fund. As a result, the demand for securities being purchased or the
supply of securities being sold may increase, and this could have an adverse
effect on the price of those securities. It is Price-Fleming's policy not to
favor one client over another in making recommendations or in placing orders.
Price-Fleming may follow the practice of grouping orders of various clients
for execution which generally results in lower commission rates being
attained. In certain cases, where the aggregate order is executed in a series
of transactions at various prices on a given day, each participating client's
proportionate share of such order reflects the average price paid or received
with respect to the total order. Price-Fleming has established a general
investment policy that it will ordinarily not make additional purchases of a
common stock of a
<PAGE>
company for its clients (including the T. Rowe Price funds) if, as a result
of such purchases, 10% or more of the outstanding common stock of such
company would be held by its clients in the aggregate.
None of the funds allocates business to any broker-dealer on the basis of its
sales of the fund's shares. However, this does not mean that broker-dealers
who purchase fund shares for their clients will not receive business from the
fund.
Transactions With Related Brokers and Dealers
As provided in the Investment Management Agreement between the fund and
Price-Fleming, Price-Fleming is responsible not only for making decisions
with respect to the purchase and sale of the fund's portfolio securities, but
also for implementing these decisions, including the negotiation of
commissions and the allocation of portfolio brokerage and principal business.
It is expected that, from time to time, Price-Fleming may place orders for
the fund's portfolio transactions with broker-dealer affiliates of Robert
Fleming Holdings Limited ("RF"), an affiliate of Price-Fleming. RF, through
Copthall Overseas Limited, a wholly owned subsidiary, owns 25% of the common
stock of Price-Fleming. Fifty percent of the common stock of Price-Fleming is
owned by TRP Finance, Inc., a wholly owned subsidiary of T. Rowe Price, and
the remaining 25% is owned by Jardine Fleming International Holdings Limited,
a wholly owned subsidiary of Jardine Fleming Group Limited ("JF"). JF is
owned by RF. The affiliates through whose trading desks such orders may be
placed include Fleming Investment Management Limited ("FIM"). FIM is a wholly
owned subsidiary of RF. These trading desks operate under strict instructions
from the fund's portfolio manager as to quantity, price, and broker or dealer
designated to execute the transactions. Neither RF, JF, nor their affiliates
will receive any commission, fee, or other remuneration specifically for the
use of their trading desks, although orders for a fund's portfolio
transactions may be placed with affiliates of RF and JF who may receive a
commission for the trade.
The Board of Directors of the funds has authorized Price-Fleming to utilize
certain affiliates of RF and JF in the capacity of broker in connection with
the execution of each fund's portfolio transactions, provided that
Price-Fleming believes that doing so will result in an economic advantage (in
the form of lower execution costs or otherwise) being obtained for each fund.
The above-referenced authorization was made in accordance with Section 17(e)
of the 1940 Act and Rule 17e-1 thereunder which require the funds'
independent Directors to approve the procedures under which brokerage
allocation to affiliates is to be made and to monitor such allocations on a
continuing basis. It is not expected that any portion of the commissions,
fees, brokerage, or similar payments received by the affiliates of RF in such
transactions will be recaptured by the fund.
The following tables present information on affiliated brokers. Column 1
represents the total dollar amount of brokerage commissions paid to the
broker. The dollar amount of brokerage commissions paid for the two previous
fiscal year ends are also listed as marked. The second column represents the
percentage that the commissions paid to the affiliated broker represent the
aggregate brokerage commissions paid by the fund. The third column shows the
percentage that the dollar amount of transactions involving the payment of
commissions effected through the affiliated broker represents the aggregate
dollar amount of brokerage transactions.
<PAGE>
The following amounts and percentages were paid to JFS during the year 1999:
<TABLE>
<CAPTION>
Total Brokerage Percent of Brokerage Percent of Dollar
Fund --------------- -------------------- -----------------
---- Commissions Commissions Paid to Amount of
----------- ------------------- ---------
Affiliated Brokers Transactions
------------------ ------------
Involving
---------
Affiliated
----------
Brokers
-------
<S> <C> <C> <C>
International Stock $ 66,871 1% 1%
International Discovery 57,629 5 5
International Growth & Income -- -- --
European Stock 7,061 1 1
Japan 64,341 9 9
New Asia 332,889 10 9
Foreign Equity 26,632 1 1
Latin America -- -- --
Emerging Markets Stock 17,452 5 4
Global Stock 152 1 1
</TABLE>
The following brokerage commission amounts were paid to JFS during the years
1998 and 1997:
<TABLE>
<CAPTION>
Fund 1998 1997
---- ---- ----
<S> <C> <C>
International Stock $38,393 $ 228,000
International Discovery 48,484 180,995
European Stock -- --
Japan 25,876 127,117
New Asia -- 1,051,831
Foreign Equity 31,284 70,010
Latin America -- --
Emerging Markets Stock 17,268 69,648
Global Stock 81 206
</TABLE>
The following amounts and percentages were paid to RF&Co during the year
1999:
<TABLE>
<CAPTION>
Total Brokerage Percent of Brokerage Percent of Dollar
Fund --------------- -------------------- -----------------
---- Commissions Commissions Paid to Amount of
----------- ------------------- ---------
Affiliated Brokers Transactions
------------------ ------------
Involving Affiliated
--------------------
Brokers
-------
<S> <C> <C> <C>
International Stock $189,739 3% 3%
International Discovery 6,837 1 1
International Growth & Income -- -- --
European Stock 47,198 5 5
Japan -- -- --
New Asia -- -- --
Foreign Equity 50,635 2 2
Latin America 112,032 27 27
Emerging Markets Stock 13,190 4 4
Global Stock 1,565 1 2
</TABLE>
<PAGE>
The following brokerage commission amounts were paid to RF&Co during the
years 1998 and 1997:
<TABLE>
<CAPTION>
Fund 1998 1997
---- ---- ----
<S> <C> <C>
International Stock $409,044 $317,208
International Discovery 17,219 22,867
European Stock 104,784 51,846
Japan -- 6,478
New Asia -- --
Foreign Equity 141,877 96,488
Latin America 281,701 95,295
Emerging Markets Stock 38,476 27,548
Global Stock 812 402
</TABLE>
The following amounts and percentages were paid to Ord Minnett during the
year 1999:
<TABLE>
<CAPTION>
Total Brokerage Percent of Brokerage Percent of Dollar
Fund --------------- -------------------- -----------------
---- Commissions Commissions Paid to Amount of Transactions
----------- ------------------- ----------------------
Affiliated Brokers Involving Affiliated Brokers
------------------ ----------------------------
<S> <C> <C> <C>
International Stock $16,789 1% 1%
International
Discovery 3,954 1 1
International Growth &
Income 165 1 1
European Stock -- -- --
Japan -- -- --
New Asia -- -- --
Foreign Equity 6,264 1 1
Latin America -- -- --
Emerging Markets Stock -- -- --
Global Stock 56 1 1
</TABLE>
The following brokerage commission amounts were paid to Ord Minnett during
the years 1998 and 1997:
<TABLE>
<CAPTION>
Fund 1998 1997
---- ---- ----
<S> <C> <C>
International Stock $50,801 $43,327
International Discovery 3,441 17,775
European Stock -- 358
Japan -- --
New Asia -- --
Foreign Equity 23,040 14,063
Latin America -- --
Emerging Markets Stock -- --
Global Stock 72 131
</TABLE>
<PAGE>
The following amounts and percentages were paid to Fleming Martin during the
year 1999:
<TABLE>
<CAPTION>
Total Brokerage Percent of Brokerage Percent of Dollar
Fund --------------- -------------------- -----------------
---- Commissions Commissions Paid to Amount of Transactions
----------- ------------------- ----------------------
Affiliated Brokers Involving Affiliated Brokers
------------------ ----------------------------
<S> <C> <C> <C>
International Stock -- -- --
International
Discovery -- -- --
International Growth &
Income -- -- --
European Stock -- -- --
Japan -- -- --
New Asia -- -- --
Foreign Equity -- -- --
Latin America -- -- --
Emerging Markets Stock $6,609 2% 2%
Global Stock -- -- --
</TABLE>
In accordance with the written procedures adopted pursuant to Rule 17e-1, the
independent directors of each fund reviewed the 1999 transactions with
affiliated brokers and determined that such transactions resulted in an
economic advantage to the funds either in the form of lower execution costs
or otherwise.
Other
The amounts shown below involved trades with brokers acting as agents or
underwriters, in which such brokers received total commissions, including
discounts received in connection with underwritings for the fiscal years
ended 1999, 1998, and 1997:
<TABLE>
<CAPTION>
Fund 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
International Stock $6,541,536 $7,269,954 $9,102,292
International Discovery 1,114,250 465,793 1,526,634
International Growth & Income 45,662 -- --
European Stock 943,554 1,752,000 1,016,985
Japan 751,766 463,374 440,701
New Asia 3,466,222 2,635,426 7,978,905
Latin America 414,229 651,009 927,301
Emerging Markets Stock 346,455 323,787 780,941
Global Stock 781,182 82,781 61,979
Foreign Equity 2,551,877 2,524,406 3,506,559
</TABLE>
<PAGE>
The percentage of total portfolio transactions, placed with firms which
provided research, statistical, or other services to T. Rowe Price in
connection with the management of the fund, or in some cases, to the fund for
the fiscal year ended 1999, 1998, and 1997, are shown below:
<TABLE>
<CAPTION>
Fund 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
International Stock 96% 93% 94%
International Discovery 94 85 83
International Growth & Income 100 -- --
European Stock 94 94 95
Japan 91 94 70
New Asia 90 83 87
Latin America 73 57 90
Emerging Markets Stock 89 72 87
Global Stock 100 99 99
Foreign Equity 97 92 95
</TABLE>
The portfolio turnover rate for each fund for the fiscal years ended 1999,
1998, and 1997, was as follows:
<TABLE>
<CAPTION>
Fund 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
International Stock 17.6% 12.2% 15.8%
International Discovery 98.2 34.2 72.7
International Growth & Income 35.8/a/ -- --
European Stock 15.7 26.8 17.5
Japan 58.8 66.9 32.3
New Asia 69.9 68.1 41.8
Latin America 43.2 19.0 32.7
Emerging Markets Stock 59.0 54.5 84.3
Global Stock 37.5 47.1 41.8
Foreign Equity 18.2 18.6 15.9
- -------------------------------------------------------------------------------
</TABLE>
(a) From the commencement of operations December 21, 1998, to October 31,
1999.
PRICING OF SECURITIES
-------------------------------------------------------------------------------
Equity securities are valued at the last quoted sales price at the time the
valuations are made. A security that is listed or traded on more than one
exchange is valued at the quotation on the exchange determined to be the
primary market for such security.
Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service.
Short-term debt securities are valued at their amortized cost in local
currency which, when combined with accrued interest, approximates fair value.
For the purposes of determining the fund's net asset value per share, the
U.S. dollar value of all assets and liabilities initially expressed in
foreign currencies is determined by using the mean of the bid and offer
prices of such currencies against U.S. dollars quoted by a major bank.
Assets and liabilities for which the above valuation procedures are
inappropriate or are deemed not to reflect fair value, are stated at fair
value as determined in good faith by or under the supervision of the officers
of the fund, as authorized by the Board of Directors.
<PAGE>
Trading in the portfolio securities of each fund may take place in various
foreign markets on certain days (such as Saturday) when the funds are not
open for business and do not calculate their net asset values. In addition,
trading in a fund's portfolio securities may not occur on days when the fund
is open.
NET ASSET VALUE PER SHARE
-------------------------------------------------------------------------------
The purchase and redemption price of the fund's shares is equal to the fund's
net asset value per share or share price. The fund determines its net asset
value per share by subtracting its liabilities (including accrued expenses
and dividends payable) from its total assets (the market value of the
securities the fund holds plus cash and other assets, including income
accrued but not yet received) and dividing the result by the total number of
shares outstanding. The net asset value per share of the fund, other than the
Japan Fund, is calculated as of the close of trading on the New York Stock
Exchange ("NYSE") every day the NYSE is open for trading. The net asset value
per share of the Japan Fund is calculated as of the close of trading on the
NYSE each day the NYSE and the Tokyo Stock Exchange ("TSE") are both open.
The NYSE is closed on the following days: New Year's Day, Dr. Martin Luther
King, Jr. Holiday, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day. The TSE is scheduled to
be closed on the following weekdays in 2000: January 3; February 11; March
20; May 3, 4, and 5; July 20; September 15; October 10; and November 3 and
23, as well as the following weekdays in 2001: January 1, 2, 3, and 8;
February 12; March 20; April 30; May 3 and 4; July 20; September 24; October
8; November 23; and December 24 and 31. If the TSE closes on any additional
or different dates, the Japan Fund will be closed on such dates.
Determination of net asset value (and the offering, sale redemption and
repurchase of shares) for the fund may be suspended at times (a) during which
the NYSE is closed, other than customary weekend and holiday closings, or in
the case of the Japan Fund, either the NYSE or TSE is closed, (b) during
which trading on the NYSE is restricted, (c) during which an emergency exists
as a result of which disposal by the fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the fund
fairly to determine the value of its net assets, or (d) during which a
governmental body having jurisdiction over the fund may by order permit such
a suspension for the protection of the fund's shareholders; provided that
applicable rules and regulations of the SEC (or any succeeding governmental
authority) shall govern as to whether the conditions prescribed in (b), (c),
or (d) exist.
DIVIDENDS AND DISTRIBUTIONS
-------------------------------------------------------------------------------
Unless you elect otherwise, dividends and capital gain distributions, if any,
will be reinvested on the reinvestment date using the NAV per share of that
date. The reinvestment date normally precedes the payment date by one day,
although the exact timing is subject to change and can be as great as 10
days.
TAX STATUS
-------------------------------------------------------------------------------
The fund intends to qualify as a "regulated investment company" under
Subchapter M of the Code.
Dividends and distributions paid by the fund (other than Global Stock Fund)
are not eligible for the dividends-received deduction for corporate
shareholders, if as expected, none of the fund's income consists of dividends
paid by United States corporations. Income dividends paid by the Global Stock
Fund are eligible for the dividends-received deduction for corporate
shareholders, only to the extent the Global Stock Fund's income consists of
dividends paid by United States Corporations. Capital gain distributions paid
from this fund are never eligible for this deduction. For tax purposes, it
does not make any difference whether dividends and capital gain distributions
are paid in cash or in additional shares. The fund must declare dividends by
<PAGE>
December 31 of each year equal to at least 98% of ordinary income (as of
December 31) and capital gains (as of October 31) in order to avoid a federal
excise tax and distribute within 12 months 100% of ordinary income and
capital gains as of December 31 to avoid federal income tax.
Foreign currency gains and losses, including the portion of gain or loss on
the sale of debt securities attributable to foreign exchange rate
fluctuation, are taxable as ordinary income. If the net effect of these
transactions is a gain, the ordinary income dividend paid by the fund will be
increased. If the result is a loss, the income dividend paid by the fund will
be decreased, or to the extent such dividend has already been paid a portion
may be classified as a return of capital. Adjustments, to reflect these gains
and losses will be made at the end of the fund's taxable year.
At the time of your purchase, the fund's net asset value may reflect
undistributed income, capital gains or net unrealized appreciation of
securities held by the fund. A subsequent distribution to you of such
amounts, although constituting a return of your investment, would be taxable
either as dividends or capital gain distributions. For federal income tax
purposes, the fund is permitted to carry forward its net realized capital
losses, if any, for eight years and realize net capital gains up to the
amount of such losses without being required to pay taxes on, or distribute
such gains.
Income received by the fund from sources within various foreign countries may
be subject to foreign income taxes withheld at the source. Under the Code, if
more than 50% of the value of the fund's total assets at the close of its
taxable year comprise securities issued by foreign corporations or
governments, the fund may file an election with the Internal Revenue Service
to "pass through" to the fund's shareholders the amount of any foreign income
taxes paid by the fund. Pursuant to this election, shareholders will be
required to: (1) include in gross income, even though not actually received,
their respective pro rata share of foreign taxes paid by the fund; (2) treat
their pro rata share of foreign taxes as paid by them; and (3) either deduct
their pro rata share of foreign taxes in computing their taxable income, or
use it as a foreign tax credit against U.S. income taxes (but not both). No
deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions.
The fund intends to meet the requirements of the Code to "pass through" to
its shareholders foreign income taxes paid, but there can be no assurance
that a fund will be able to do so. Each shareholder will be notified within
60 days after the close of each taxable year of the fund, if the fund will
"pass through" foreign taxes paid for that year, and, if so, the amount of
each shareholder's pro rata share (by country) of (1) the foreign taxes paid,
and (2) the fund's gross income from foreign sources. Of course, shareholders
who are not liable for federal income taxes, such as retirement plans
qualified under Section 401 of the Code, will not be affected by any such
"pass through" of foreign tax credits.
If, in any taxable year, the fund should not qualify as a regulated
investment company under the Code: (1) the fund would be taxed at normal
corporate rates on the entire amount of its taxable income without deduction
for dividends or other distributions to shareholders; (2) the fund's
distributions to the extent made out of the fund's current or accumulated
earnings and profits would be taxable to shareholders as ordinary dividends
(regardless of whether they would otherwise have been considered capital gain
dividends), and the fund may qualify for the 70% deduction for dividends
received by corporations; and (3) foreign tax credits would not "pass
through" to shareholders.
Taxation of Foreign Shareholders
The Code provides that dividends from net income (which are deemed to include
for this purpose each shareholder's pro rata share of foreign taxes paid by
the fund--see discussion of "pass through" of the foreign tax credit to U.S.
shareholders), will be subject to U.S. tax. For shareholders who are not
engaged in a business in the U.S., this tax would be imposed at the rate of
30% upon the gross amount of the dividends in the absence of a Tax Treaty
providing for a reduced rate or exemption from U.S. taxation. Distributions
of net long-term capital gains realized by the fund are not subject to tax
unless the foreign shareholder is a nonresident alien individual who was
physically present in the U.S. during the tax year for more than 182 days.
<PAGE>
Passive Foreign Investment Companies
The fund may purchase the securities of certain foreign investment funds or
trusts called passive foreign investment companies. Such trusts have been the
only or primary way to invest in certain countries. In addition to bearing
their proportionate share of the trust's expenses (management fees and
operating expenses), shareholders will also indirectly bear similar expenses
of such trusts. Capital gains on the sale of such holdings are considered
ordinary income regardless of how long the fund held its investment. In
addition, the fund may be subject to corporate income tax and an interest
charge on certain dividends and capital gains earned from these investments,
regardless of whether such income and gains are distributed to shareholders.
To avoid such tax and interest, the fund intends to treat these securities as
sold on the last day of its fiscal year and recognize any gains for tax
purposes at that time; deductions for losses are allowable only to the extent
of any gains resulting from these deemed sales for prior taxable years. Such
gains and losses will be treated as ordinary income. The fund will be
required to distribute any resulting income even though it has not sold the
security and received cash to pay such distributions.
INVESTMENT PERFORMANCE
-------------------------------------------------------------------------------
Total Return Performance
The fund's calculation of total return performance includes the reinvestment
of all capital gain distributions and income dividends for the period or
periods indicated, without regard to tax consequences to a shareholder in the
fund. Total return is calculated as the percentage change between the
beginning value of a static account in the fund and the ending value of that
account measured by the then current net asset value, including all shares
acquired through reinvestment of income and capital gain dividends. The
results shown are historical and should not be considered indicative of the
future performance of the fund. Each average annual compound rate of return
is derived from the cumulative performance of the fund over the time period
specified. The annual compound rate of return for the fund over any other
period of time will vary from the average.
<TABLE>
<CAPTION>
Cumulative Performance Percentage Change
1 Yr. 5 Yrs. 10 Yrs. % Since Inception
----- ------ ------- ------- ---------
Ended Ended Ended Inception Date
----- ----- ----- --------- ----
10/31/99 10/31/99 10/31/99 10/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C> <S>
S&P 500 25.67 % 217.79 % 415.27 % -- --
Dow Jones Industrial
Average 26.97 204.17 426.58 -- --
CPI 2.56 12.51 33.92 -- --
Lipper International
Funds 25.53 58.85 152.13 -- --
International Stock Fund 20.67 61.36 168.44 1,227.03 % 05/09/80
International Discovery
Fund 82.11 69.96 151.83 223.61 12/30/88
International Growth &
Income Fund 8.27 -- -- 10.0 12/21/98
European Stock Fund 11.44 124.34 -- 200.41 02/28/90
Japan Fund 102.68 26.39 -- 59.90 12/30/91
Latin America Fund 13.57 -17.55 -- -14.92 12/29/93
New Asia Fund 48.73 -15.75 -- 84.32 09/28/90
Emerging Markets Stock
Fund 40.08 -- -- 16.23 03/31/95
Global Stock Fund 24.17% -- -- 86.12% 12/29/95
Foreign Equity Fund 20.79 62.24% 170.99% 161.78 09/07/89
- -------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Average Annual Compound Rates of Return
1 Yr. 5 Yrs. 10 Yrs. % Since Inception
----- ------ ------- ------- ---------
Ended Ended Ended Inception Date
----- ----- ----- --------- ----
10/31/99 10/31/99 10/31/99 10/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C> <S>
S&P 500 25.67% 26.02% 17.82% -- --
Dow Jones Industrial
Average 26.97 24.92 18.07 -- --
CPI 2.56 2.39 2.96 -- --
Lipper International
Funds 25.53 9.50 9.42 -- --
International Stock Fund 20.67 10.04 10.38 14.20% 05/09/80
International Discovery
Fund 82.11 11.20 9.68 11.45 12/30/88
International Growth &
Income Fund 8.27* -- -- -- 12/21/98
European Stock Fund 11.44 17.21 -- 12.04 02/28/90
Japan Fund 102.68 4.79 -- 6.17 12/30/91
Latin America Fund 13.57 -3.79 -- -2.73 12/29/93
New Asia Fund 48.73 -3.37 -- 6.96 09/28/90
Emerging Markets Stock
Fund 40.08 -- -- 3.33 03/31/95
Global Stock Fund 24.17 -- -- 17.57 12/29/95
Foreign Equity Fund 20.79 10.16 10.48 9.95 09/07/89
- -------------------------------------------------------------------------------
</TABLE>
* For the period from fund's inception, 12/21/98, to 10/31/99.
Outside Sources of Information
From time to time, in reports and promotional literature: (1) the fund's
total return performance, ranking, or any other measure of the fund's
performance may be compared to any one or combination of the following: (a) a
broad-based index; (b) other groups of mutual funds, including T. Rowe Price
funds, tracked by independent research firms ranking entities, or financial
publications; (c) indices of securities comparable to those in which the fund
invests; (2) the Consumer Price Index (or any other measure for inflation,
government statistics, such as GNP may be used to illustrate investment
attributes of the fund or the general economic, business, investment, or
financial environment in which the fund operates; (3) various financial,
economic and market statistics developed by brokers, dealers and other
persons may be used to illustrate aspects of the fund's performance; (4) the
effect of tax-deferred compounding on the fund's investment returns, or on
returns in general in both qualified and nonqualified retirement plans or any
other tax advantage product, may be illustrated by graphs, charts, etc.; and
(5) the sectors or industries in which the fund invests may be compared to
relevant indices or surveys in order to evaluate the fund's historical
performance or current or potential value with respect to the particular
industry or sector.
Other Publications
From time to time, in newsletters and other publications issued by Investment
Services, T. Rowe Price mutual fund portfolio managers may discuss economic,
financial and political developments in the U.S. and abroad
<PAGE>
and how these conditions have affected or may affect securities prices or the
fund; individual securities within the fund's portfolio; and their philosophy
regarding the selection of individual stocks, including why specific stocks
have been added, removed or excluded from the fund's portfolio.
Other Features and Benefits
The fund is a member of the T. Rowe Price family of funds and may help
investors achieve various long-term investment goals, which include, but are
not limited to, investing money for retirement, saving for a down payment on
a home, or paying college costs. To explain how the fund could be used to
assist investors in planning for these goals and to illustrate basic
principles of investing, various worksheets and guides prepared by T. Rowe
Price and/or Investment Services may be made available.
No-Load Versus Load and 12b-1 Funds
Unlike the T. Rowe Price funds, many mutual funds charge sales fees to
investors or use fund assets to finance distribution activities. These fees
are in addition to the normal advisory fees and expenses charged by all
mutual funds. There are several types of fees charged which vary in magnitude
and which may often be used in combination. A sales charge (or "load") can be
charged at the time the fund is purchased (front-end load) or at the time of
redemption (back-end load). Front-end loads are charged on the total amount
invested. Back-end loads or "redemption fees" are charged either on the
amount originally invested or on the amount redeemed. 12b-1 plans allow for
the payment of marketing and sales expenses from fund assets. These expenses
are usually computed daily as a fixed percentage of assets.
The fund is a no-load fund which imposes no sales charges or 12b-1 fees.
No-load funds are generally sold directly to the public without the use of
commissioned sales representatives. This means that 100% of your purchase is
invested for you.
Redemptions in Kind
In the unlikely event a shareholder were to receive an in kind redemption of
portfolio securities of the fund, brokerage fees could be incurred by the
shareholder in a subsequent sale of such securities.
Issuance of Fund Shares for Securities
Transactions involving issuance of fund shares for securities or assets other
than cash will be limited to (1) bona fide reorganizations; (2) statutory
mergers; or (3) other acquisitions of portfolio securities that: (a) meet the
investment objective and policies of the fund; (b) are acquired for
investment and not for resale except in accordance with applicable law; (c)
have a value that is readily ascertainable via listing on or trading in a
recognized United States or international exchange or market; and (d) are not
illiquid.
CAPITAL STOCK
-------------------------------------------------------------------------------
The T. Rowe Price International Funds, Inc. (the "International Corporation")
is a Maryland corporation. The Institutional International Funds, Inc. (the
"Institutional Corporation") was organized in 1989, as a Maryland
corporation. Each Corporation is registered with the SEC under the 1940 Act
as a diversified, open-end investment company, commonly known as a "mutual
fund."
Currently, the International Corporation consists of the following 12 series,
each representing a separate class of shares and having different objectives
and investment policies. The 12 series are as follows: International Stock
Fund, International Bond Fund, International Discovery Fund, European Stock
Fund, New Asia Fund, Global Bond Fund, Japan Fund, Latin America Fund,
Emerging Markets Bond Fund, Emerging Markets Stock Fund, Global Stock Fund,
and International Growth & Income Fund. Effective May 1, 1998, the T. Rowe
Price Global Government Bond Fund changed its name to the T. Rowe Price
Global Bond Fund. (The bond funds are described in a separate Statement of
Additional Information.) Currently, the Institutional Corporation consists of
one series, the Foreign Equity Fund. Each Charter also provides that the
Board of Directors may issue additional series of shares.
<PAGE>
The fund's Charter authorizes the Board of Directors to classify and
reclassify any and all shares which are then unissued, including unissued
shares of capital stock into any number of classes or series, each class or
series consisting of such number of shares and having such designations, such
powers, preferences, rights, qualifications, limitations, and restrictions,
as shall be determined by the Board subject to the Investment Company Act and
other applicable law. The shares of any such additional classes or series
might therefore differ from the shares of the present class and series of
capital stock and from each other as to preferences, conversions or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption, subject to applicable
law, and might thus be superior or inferior to the capital stock or to other
classes or series in various characteristics. The Board of Directors may
increase or decrease the aggregate number of shares of stock or the number of
shares of stock of any class or series that the fund has authorized to issue
without shareholder approval.
Each share of each series has equal voting rights with every other share of
every other series, and all shares of all series vote as a single group
except where a separate vote of any class or series is required by the 1940
Act, the laws of the State of Maryland, the Corporation's Articles of
Incorporation, the By-Laws of the Corporation, or as the Board of Directors
may determine in its sole discretion. Where a separate vote is required with
respect to one or more classes or series, then the shares of all other
classes or series vote as a single class or series, provided that, as to any
matter which does not affect the interest of a particular class or series,
only the holders of shares of the one or more affected classes or series is
entitled to vote. The preferences, rights, and other characteristics
attaching to any series of shares, including the present series of capital
stock, might be altered or eliminated, or the series might be combined with
another series, by action approved by the vote of the holders of a majority
of all the shares of all series entitled to be voted on the proposal, without
any additional right to vote as a series by the holders of the capital stock
or of another affected series.
Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares held) and will vote in the election of
or removal of directors (to the extent hereinafter provided) and on other
matters submitted to the vote of shareholders. There will normally be no
meetings of shareholders for the purpose of electing directors unless and
until such time as less than a majority of the directors holding office have
been elected by shareholders, at which time the directors then in office will
call a shareholders' meeting for the election of directors. Except as set
forth above, the directors shall continue to hold office and may appoint
successor directors. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in the election of directors can, if they
choose to do so, elect all the directors of the fund, in which event the
holders of the remaining shares will be unable to elect any person as a
director. As set forth in the By-Laws of the fund, a special meeting of
shareholders of the fund shall be called by the Secretary of the fund on the
written request of shareholders entitled to cast at least 10% of all the
votes of the fund entitled to be cast at such meeting. Shareholders
requesting such a meeting must pay to the fund the reasonably estimated costs
of preparing and mailing the notice of the meeting. The fund, however, will
otherwise assist the shareholders seeking to hold the special meeting in
communicating to the other shareholders of the fund to the extent required by
Section 16(c) of the 1940 Act.
FEDERAL REGISTRATION OF SHARES
-------------------------------------------------------------------------------
The fund's shares are registered for sale under the 1933 Act. Registration of
the fund's shares is not required under any state law, but the fund is
required to make certain filings with and pay fees to the states in order to
sell its shares in the states.
LEGAL COUNSEL
-------------------------------------------------------------------------------
Swidler Berlin Shereff Friedman, LLP, whose address is The Chrysler Building,
405 Lexington Avenue, New York, New York 10174, is legal counsel to the fund.
<PAGE>
INDEPENDENT ACCOUNTANTS
-------------------------------------------------------------------------------
PricewaterhouseCoopers LLP, 250 West Pratt Street, 21st Floor, Baltimore,
Maryland 21201, are the independent accountants to the funds.
The financial statements of the funds for the year ended October 31, 1999,
and the report of independent accountants are included in each fund's Annual
Report for the year ended October 31, 1999. A copy of each Annual Report
accompanies this Statement of Additional Information. The following financial
statements and the report of independent accountants appearing in each Annual
Report for the year ended October 31, 1999, are incorporated into this
Statement of Additional Information by reference:
<TABLE>
<CAPTION>
ANNUAL REPORT REFERENCES:
INTERNATIONAL INTERNATIONAL EUROPEAN
STOCK DISCOVERY STOCK
----- --------- -----
<C> <S> <S> <S>
Financial Highlights 12 10 10
Portfolio of Investments, October
31, 1999 13-24 11-18 11-17
Statement of Assets and
Liabilities, October 31, 1999 25 19 18
Statement of Operations, year
ended October 31, 1999 26 20 19
Statement of Changes in Net
Assets, years ended
October 31, 1999 and October 31,
1998 27 21 20
Notes to Financial Statements,
October 31, 1999 28-31 22-25 21-24
Report of Independent Accountants 32 26 25
</TABLE>
<TABLE>
<CAPTION>
LATIN NEW ASIA JAPAN
AMERICA -------- -----
-------
<C> <S> <S> <S>
Financial Highlights 12 9 11
Portfolio of Investments, October 31, 1999 13-15 10-13 12-15
Statement of Assets and Liabilities, October 31,
1999 16 14 16
Statement of Operations, year ended October 31,
1999 17 15 17
Statement of Changes in Net Assets, years ended
October 31, 1999 and October 31, 1998 18 16 18
Notes to Financial Statements, October 31, 1999 19-22 17-20 19-22
Report of Independent Accountants 23 21 23
</TABLE>
<TABLE>
<CAPTION>
EMERGING FOREIGN EQUITY
MARKETS STOCK --------------
-------------
<S> <S> <C>
Financial Highlights 9 8
Portfolio of Investments, October 31, 1999 10-17 9-13
Statement of Assets and Liabilities, October
31, 1999 18 14
Statement of Operations, year ended October
31, 1999 19 15
Statement of Changes in Net Assets, years
ended
October 31, 1999 and October 31, 1998 20 16
Notes to Financial Statements, October 31,
1999 21-25 17-18
Report of Independent Accountants 26 19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GLOBAL STOCK
------------
<C> <S>
Financial Highlights 12
Statement of Net Assets, October 31, 1999 13-27
Statement of Operations, year ended October 31, 1999 28
Statement of Changes in Net Assets, years ended
October 31, 1999 and October 31, 1998 29
Notes to Financial Statements, October 31, 1999 30-33
Report of Independent Accountants 34
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL
GROWTH & INCOME
---------------
<C> <S>
Financial Highlights 11
Statement of Net Assets, October 31, 1999 12-20
Statement of Operations, December 21, 1998
(commencement of operations) to October 31, 1999 21
Statement of Changes in Net Assets,
December 21, 1998 (commencement of operations)
to October 31, 1999 22
Notes to Financial Statements, October 31, 1999 23-25
Report of Independent Accountants 26
</TABLE>
