February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
T. Rowe Price International Series, Inc.
T. Rowe Price International Stock Portfolio
100 East Pratt Street
Baltimore, Maryland 21202
File Number 33-52171
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
International Series, Inc. hereby files its Rule 24f-2 Notice on behalf of its
T. Rowe Price International Stock Portfolio ("Portfolio").
This "Rule 24f-2 Notice" is being filed for the Fiscal Year beginning
March 31, 1994 and ending December 31, 1994 ("Fiscal Year").
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904,837 shares of common stock of the Portfolio were sold during the
Fiscal Year.
All 904,837 shares of common stock of the Portfolio were sold during the
Fiscal Year in reliance upon the Declaration of the Portfolio of an indefinite
amount of securities under Rule 24f-2 ("24f-2 Declaration").
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion
of counsel indicating that the securities, the registration of which the
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.
In accordance with subsection (c) of Rule 24f-2, the registration fee in
the amount of $3,196.76 has been forwarded to Mellon Bank, Pittsburgh,
Pennsylvania. The fee computation is based upon the actual aggregate sale
price for which such securities were sold during the Fiscal Year, reduced by
the difference between:
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(1) The actual aggregate redemption price of the shares
redeemed by the Portfolio during the Fiscal Year, and
(2) The actual aggregate redemption price of such
redeemed shares previously applied by the Portfolio
pursuant to Rule 24e-2(a) in filings made pursuant
to Section 24(e)(1) of the Investment Company Act of
1940.
Aggregate Sale Price for Shares Sold
During Fiscal Year in Reliance Upon
the 24f-2 Declaration $ 9,393,133
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $ 122,600
and,
(2) Aggregate Redemption Price
of Redeemed Shares Previously
Applied by Portfolio Pursuant to
Rule 24e-2(a) Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ - 0 -
Equals $ 9,270,533
Any questions regarding the matter should be addressed to Henry H.
Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
February 24, 1995
T. Rowe Price International Series, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price International Series, Inc., a Maryland corporation
(the "Corporation"), is filing with the Securities and Exchange Commission on
behalf of T. Rowe Price International Stock Portfolio ("International Stock
Portfolio") a Rule 24f-2 Notice containing the information specified in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940 (the
"Rule"). The effect of the Rule 24f-2 Notice, when accompanied by this
Opinion and by the filing fee, if any, payable as prescribed by paragraph (c)
of the Rule will be to make definite in number the number of shares sold by
the Limited-Term Bond Portfolio during the fiscal period beginning March 31,
1994 and ending December 31, 1994 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in effect, and a
certificate dated February 16, 1995 issued by the Department of Assessments
and Taxation certifying the existence and good standing of the Corporation.
We have also reviewed the Registration Statement on Form N-1A and the form of
the Rule 24f-2 Notice being filed by the Corporation. We are generally
familiar with the corporate affairs of the Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were sold
in the manner contemplated by the prospectus of the Corporation that was
current and effective under the Securities Act of 1933 at the time of sale,
and that the Rule 24f-2 Shares were sold in numbers within the limits
prescribed by the Charter of the Corporation, and that the Corporation
received with respect to the Rule 24f-2 shares consideration in an amount of
not less than the par value thereof as required by the laws of Maryland and
not less than the net asset value thereof as required by the Investment
Company Act of 1940.
Based upon the foregoing, it is our opinion that:
A. The Corporation has been duly organized and is legally
existing under the laws of the State of Maryland.
B. The Corporation is authorized to issue one billion
(1,000,000,000) shares of Capital Stock, par value ($.0001) per share. Under
Maryland law (a) the number of authorized shares may be increased or decreased
by action of the Board of Directors and (b) shares which were issued and which
have subsequently been redeemed by the Corporation are by virtue of such
redemption, restored to the status of authorized and unissued shares.
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C. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this Opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the
Corporation, and to the filing of this Opinion under the securities laws of
any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of the State of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of the State of Maryland
and, where applicable, published cases, rules or regulations of regulatory
bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman
