EXHIBIT A-1
T. ROWE PRICE FUNDS
RULE 10f-3 COMPLIANCE REPORT OF PROPOSED
PURCHASE(S) OF SECURITIES
FROM UNDERWRITING SYNDICATES AFFILIATED WITH
ROBERT FLEMING
1. Name of Issuer:
2. Description of Securities:
3. Name of Selling Syndicate Member:
4. Other Members of Syndicate: Cover of
prospectus attached.
5. Nature of Underwriting: /X / Competitive
Bidding / / Negotiated Purchase
6. Public Offering Price Per Unit:
7. Underwriting Compensation:
8. Proposed Purchase(s) for Fund:
Total Offering
Amount to be Purchased by Fund
Fund Purchase as % of Total Offering
9. Total Assets of Fund
(at 30 September, 1999):
US$
10. Compliance with Rule 10f-3 and Written
Procedures: Rowe Price-Fleming International
hereby represents and warrants,
as follows:
Condition 1:* The
securities to be purchased by the Fund:
? Are registered under the Securities Act of
1933;
? Are part of an Eligible Foreign Offering
conducted under the laws of a country other
than the United States that meets the following
conditions:
the offering is subject to regulation by a
"foreign financial regulatory authority," as
defined in Section 2(a)(50) of the Act in such
country:
the securities are offered at a fixed price to
all purchasers in the offering except for any
rights to purchase securities that are required
by law to be granted to existing security
holders of the issuer);
financial statements, prepared and audited in
accordance with standards required or
permitted by the appropriate foreign financial
regulatory authority in such country,
for the two years prior to the offering, are
made available to the public and
prospective purchasers in connection with the
offering; and
if the issuer is a domestic issuer, it meets
the following conditions:
it has a class of securities registered
pursuant to section 12(b) or 12(g) of the
Securities
Exchange Act of 1934 or is required to file
reports pursuant to section 15(d) of such
act; and
it has filed all the material required to be
filed pursuant to section 13(a) or 15(d) of
the 1934 Act for a period of at least 12 months
immediately preceding the sale of
securities made in reliance upon this (or for
such shorter period that the issuer was
required to file such material); or
? Are part of an Eligible Rule 144A Offering
that meets the following conditions:
the securities are offered or sold in
transactions exempt from registration under
section 4(2) of the Securities Act of 1933,
Rule 144A thereunder, or rules 501-508
thereunder;
the securities are sold to persons that the
seller and any person acting on behalf of the
seller reasonably believe to include qualified
institutional buyers, as defined in Rule
144A(a)(1);
the seller and any person acting on behalf of
the seller reasonably believe that the
securities are eligible for resale to other
qualified institutional buyers pursuant to
Rule 144A.
Condition 2: ?The
securities will be purchased by the Fund at not
more than the public offering price
prior to the end of the first full business day
on which the offering is made; or
? The securities are part of a rights offering
and will be purchased on or before the
fourth day preceding the day on which the
rights offering terminated.
Condition 3: ?The
securities are part of an issue to be offered
to the public in a firm commitment
underwriting or pursuant to other underwriting
arrangements specific to a particular
country, the practical realities of which are
effectively the equivalent of a firm
commitment offering.
Condition 4: ?The
underwriting compensation to be paid is
reasonable and fair, as evidenced by the
fact that the spread is reasonable in
comparison to the spreads in the following two
underwritten offerings:
Issuer
Description of Securities
Managing Underwriter
Date
Spread
The Securities issued in such offerings were
similar to those proposed for purchase by the
Fund and the period during which each such
offering was made is comparable to the
present in terms of factors affecting
underwriting compensation.
Condition 5: ?The
issuer of the securities has been in continuous
operations for three years or longer.
Condition 6: ?The
principal amount of securities of any class of
such issue to be purchased by the
Fund (including all other Price Funds) does not
exceed 25% of the total principal amount
of the offering.
Condition 7: ?The
purchase(s) proposed for the Fund will not be
directly or indirectly made from any
of the persons named in condition 8 of the
Procedures.
ROWE PRICE-FLEMING INTERNATIONAL, INC.
By: _______________________________________
Title:
_______________________________________
Dated: _____________________, 19____
* Numbers refer to Written
Procedures.
MgAgmtFEF2.fm
