T. Rowe Price International Bond Fund (RPIBX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-02958

T. Rowe Price International Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (410) 345-2000

Date of fiscal year end: October 31

Date of reporting period: October 31, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

October

31,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRAMX

Africa

&

Middle

East

Fund

–

.

PRAMX

Africa

&

Middle

East

Fund–

.

I  Class

TRZMX

Africa

&

Middle

East

Fund–

.

Z Class

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

HIGHLIGHTS

The

Africa

&

Middle

East

Fund

outperformed

the

MSCI

Arabian

Markets

&

Africa

10/40

Investable

Market

Index

(IMI)

Net.

Our

choice

of

securities

in

both

the

United

Arab

Emirates

(UAE)

and

Saudi

Arabia

drove

the

portfolio’s

returns

over

the

period,

while

at

the

sector

level,

consumer

discretionary

names

made

a

positive

contribution

to

performance.

Conversely,

stock

selection

in

Egypt

weighed

on

portfolio

returns.

Given

the

challenging

global

economic

environment,

the

portfolio

remains

defensively

positioned

but

we

do

see

more

opportunities

as

valuations

have

corrected

in

certain

pockets.

We

remain

bullish

on

the

pace

of

reforms

and

infrastructure

spending

in

Saudi

Arabia,

our

largest

single

country

exposure,

and

have

positioned

the

portfolio

to

take

advantage

of

these

trends

while

remaining

valuation

conscious.

Within

the

region,

there

is

much

scope

for

continued

economic

development,

driven

by

reforms,

and

growing

structural

domestic

demand

that

will

benefit

young,

rapidly

growing

populations.

This

should

translate

into

strong

and

durable

business

performance

in

the

years

ahead

for

the

companies

we

own.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

An

account

service

fee

will

be

charged

annually

for

each

T.

Rowe

Price

mutual

fund

account

unless

you

meet

criteria

for

a

fee

waiver.

Go

to

troweprice.com/personal-investing/help/fees-and-

minimums.html

to

learn

more

about

this

account

service

fee,

including

other

ways

to

waive

it.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Market

Commentary

1

Dear

Shareholder

Most

major

global

stock

and

bond

indexes

produced

positive

results

during

your

fund’s

fiscal

year,

the

12-month

period

ended

October

31,

2023,

although

a

downturn

over

the

past

six

months

offset

some

of

the

strong

gains

recorded

in

the

first

half

of

the

period.

Global

economies

managed

to

avoid

the

recession

that

was

widely

predicted

at

the

start

of

2023,

but

signs

that

central

banks

might

need

to

keep

interest

rates

higher

for

longer

than

previously

expected

weighed

on

market

sentiment.

Growth

stocks

outperformed

value

shares

over

the

12-month

period,

and

stocks

in

developed

markets

generally

outpaced

their

counterparts

in

emerging

markets.

Currency

movements

were

mixed

over

the

period,

although

a

weaker

dollar

versus

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities.

Technology

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

developments

and

produced

some

of

the

strongest

results

in

the

equity

market.

Within

the

S&P

500

Index,

the

communication

services

and

information

technology

sectors

were

lifted

by

the

rally

in

tech-related

companies

and

recorded

significant

gains.

The

financials

sector

partly

recovered

from

the

failure

of

three

large

regional

banks

during

the

period

but

still

finished

in

negative

territory.

Corporate

fundamentals

were

broadly

supportive.

Although

year-over-year

earnings

growth

contracted

in

the

first

and

second

quarters

of

2023,

results

were

better

than

expected,

and

preliminary

estimates

pointed

to

a

resumption

of

growth

in

the

third

quarter.

The

U.S.

economy

was

the

strongest

among

the

major

markets

during

the

period,

with

gross

domestic

product

growth

coming

in

at

4.9%

in

the

third

quarter’s

initial

estimate,

the

highest

since

the

end

of

2021.

Growth

in

Europe

and

Japan

was

more

sluggish,

and

China’s

economy

was

beset

by

worries

about

its

property

sector

after

an

initial

boost

from

its

decision

at

the

end

of

2022

to

lift

most

of

its

pandemic-related

restrictions.

A

protracted

debt

ceiling

standoff

in

the

U.S.,

the

ongoing

conflict

between

Ukraine

and

Russia,

and

the

outbreak

of

war

in

the

Middle

East

following

the

attack

on

Israel

by

Hamas

produced

headwinds

for

markets

at

various

times.

Investors

also

remained

focused

on

inflation

as

price

increases

moderated

but

remained

well

above

the

Federal

Reserve’s

2%

target.

In

response,

the

Fed

continued

to

raise

its

short-term

lending

benchmark

rate,

lifting

it

to

a

target

range

of

5.25%

to

5.50%

by

the

end

of

July,

the

highest

level

since

March

2001.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

2

U.S.

Treasury

yields

increased

as

the

Fed

tightened

monetary

policy

and

investors

priced

in

the

possibility

that

the

central

bank

may

have

to

keep

rates

higher

for

longer

than

previously

anticipated.

In

addition,

Treasuries

were

pressured

by

Fitch

Ratings’

decision

to

downgrade

the

credit

rating

of

U.S.

government

debt

from

the

highest

level,

AAA,

to

AA+

along

with

expectations

for

higher

levels

of

borrowing

by

the

Treasury

Department.

The

yield

on

the

benchmark

10-year

Treasury

note

briefly

reached

5.00%

in

October

for

the

first

time

since

late

2007

before

falling

back

to

4.88%

by

period-end.

Increasing

yields

over

the

past

six

months

led

to

weak

results

across

most

of

the

fixed

income

market,

although

high

yield

bonds,

which

are

less

sensitive

to

rising

rates,

held

up

relatively

well

as

default

rates

remained

low

by

historical

standards.

Global

economies

and

markets

showed

surprising

resilience

in

2023,

but

considerable

uncertainty

remains

as

we

look

ahead

to

2024.

Geopolitical

events,

the

path

of

monetary

policy,

and

the

impact

of

the

Fed’s

rate

hikes

on

the

economy

all

raise

the

potential

for

additional

volatility.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

have

the

potential

to add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely,

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

growth

of

capital

by

investing

primarily

in

the

common

stocks

of

companies

located

(or

with

primary

operations)

in

Africa

and

the

Middle

East.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Africa

&

Middle

East

Fund

returned

-1.69%

for

the

12-month

period

ended

October

31,

2023.

As

shown

in

the

Performance

Comparison

table,

the

fund

outperformed

the

MSCI

Arabian

Markets

&

Africa

10/40

Investable

Market

Index

(IMI)

Net.

(Performance

for

the

I

and

Z

Class

shares

may

vary

due

to

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.

)

What

factors

influenced

the

fund’s

performance?

On

a

country

basis,

the

UAE

made

the

biggest

contribution

to

the

portfolio’s

returns.

Our

holding

in

Emirates

NBD

Bank

was

a

significant

source

of

outperformance;

its

shares

surged

on

the

back

of

strong

earnings

driven

by

healthy

loan

growth

and

exposure

to

higher

interest

rates.

Americana

Restaurants

was

another

strong

contributor

to

portfolio

returns;

shares

in

the

fast-food

restaurant

operator

rose

sharply

following

its

initial

public

offering

dual

listing

on

both

the

Abu

Dhabi

Stock

Exchange

and

the

Saudi

Stock

Exchange

in

December

2022.

(Please

refer

to

the

fund’s

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

10/31/23

6

Months

12

Months

Africa

&

Middle

East

Fund

–

.

-4.94‌%

-1.69‌%

Africa

&

Middle

East

Fund–

.

I  Class

-4.93‌

-1.54‌

Africa

&

Middle

East

Fund–

.

Z  Class

-4.45‌

-0.51‌

MSCI

Arabian

Markets

&

Africa

10/40

IMI

Net

-7.45‌

-7.13‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

4

Our

choice

of

securities

in

Saudi

Arabia

also

boosted

the

portfolio’s

performance.

Here,

our

position

in

gym

operator

Leejam

Sports

was

particularly

beneficial.

The

company’s

shares

doubled

over

the

review

period

as

investors

reacted

enthusiastically

to

strong

results

led

by

increased

membership

revenues

and

enhanced

margins.

Leejam

is

a

beneficiary

of

the

ongoing

domestic

structural

reforms

in

the

kingdom

as

healthier

lifestyle

adoption

becomes

more

prevalent.

United

International

Transportation

contributed

to

performance.

Operating

under

the

brand

Budget,

the

company

is

a

market

leader

in

the

car

rental

and

leasing

industry

in

Saudi

Arabia.

The

company

has

benefited

from

increased

tourism

flows

and

corporate

spending

activity,

which

have

been

further

supported

by

some

of

the

reforms.

On

a

sector

basis,

consumer

discretionary

made

the

largest

contribution

to

portfolio

returns.

In

addition

to

Leejam

Sports

outlined

above,

our

holding

in

Naspers

also

boosted

performance.

The

company

is

the

Netherlands

listing

of

South

Africa-based

global

internet

conglomerate

Naspers.

Prosus

is

a

major

shareholder

in

Tencent,

a

China-based

technology

conglomerate

whose

share

price

soared

in

late

2022

alongside

the

broader

Chinese

equity

market

on

much

improved

sentiment

following

the

relaxation

of

COVID-related

restrictions.

Simplification

of

the

shareholder

structure

also

helped

to

reduce

the

steep

discount

to

the

value

of

its

portfolio

holdings.

With

the

recovery

in

valuations

and

yet

uncertainty

in

China,

we

have

since

reduced

the

size

of

our

position.

Conversely,

our

exposure

to

Egypt

hindered

performance

over

the

review

period.

In

particular,

our

position

in

Integrated

Diagnostics

Holdings,

an

Egypt-based

private

sector

diagnostics

services

provider,

detracted.

Investors

reacted

negatively

to

revenues

declining

sharply

and

margins

compared

with

the

same

period

the

previous

year

(when

the

company

benefited

from

COVID

testing-related

demand).

The

steep

devaluation

of

the

Egyptian

pound

also

weighed

on

the

share

price.

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

4/30/23

10/31/23

Financials

42.3‌%

42.4‌%

Consumer

Discretionary

12.2‌

14.0‌

Materials

13.9‌

11.8‌

Consumer

Staples

10.1‌

8.5‌

Energy

6.5‌

6.5‌

Health

Care

3.5‌

6.1‌

Industrials

and

Business

Services

5.7‌

5.5‌

Information

Technology

2.1‌

2.1‌

Communication

Services

2.7‌

1.9‌

Utilities

0.0‌

1.0‌

Real

Estate

0.0‌

0.0‌

Other

and

Reserves

1.0‌

0.2‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

5

On

an

individual

stock

basis,

the

biggest

drag

on

portfolio

returns

was

Transaction

Capital.

Shares

in

the

South

Africa-based

diversified

holding

company

dropped

precipitously

after

it

guided

for

lower

expectations,

noting

that

the

cyclical

headwinds

facing

its

taxi

business

had

become

more

structural

in

nature

and

that,

in

the

short

to

medium

term,

this

unit

was

unlikely

to

recover

to

pre-COVID

levels.

We

have

since

exited

the

position.

How

is

the

fund

positioned?

Overall,

the

portfolio

remains

fairly

defensively

positioned,

given

the

challenging

global

economic

environment

although

price

corrections

and

resulting

attractive

valuations

in

certain

pockets

have

given

us

opportunities

to

lean

in

to

risk.

We

remain

bullish

on

the

pace

of

reforms

and

infrastructure

spending

in

Saudi

Arabia.

In

the

second

half

of

2023,

we

bought

new

positions

in

the

kingdom

that

have

strong

differentiated

theses

with

valuation

support.

For

example,

we

initiated

a

position

in

Saudi

Pharmaceutical

Industries

&

Medical

Appliances

Corporation

(known

as

SPIMACO),

the

number

one

pharmaceutical

manufacturer

that

is

currently

in

the

middle

of

a

turnaround

program,

increasing

our

exposure

to

the

health

care

sector.

Jarir

Marketing

was

another

new

addition

to

the

portfolio.

This

leading

Saudi

retailer

of

consumer

electronics,

technology

products,

books,

and

school

and

office

supplies

enjoys

one

of

the

most

recognizable

retail

brands

in

the

country.

We

believe

self-

help

initiatives

by

the

company

as

well

as

recovery

in

sector

demand

from

depressed

levels

will

augur

well

for

the

retailer’s

performance.

These

purchases

were

funded

partly

through

the

sale

of

several

names

that

had

seen

share

price

rises

in

the

year-to-date

period,

benefiting

from

the

rally

in

Saudi

mid-cap

companies,

which

stretched

their

valuations.

Despite

the

challenging

macroeconomic

backdrop

in

South

Africa,

we

feel

investor

sentiment

in

this

market

has

become

overly

pessimistic.

We

believe

the

significant

power

supply

issues

will

improve

into

the

new

year,

boosting

sentiment

as

well

as

providing

a

boon

to

elevated

costs.

As

a

result,

in

recent

months

we

have

reduced

some

exposure

to

export-oriented

companies

while

increasing

our

holdings

in

domestic

names

such

as

Woolworths,

Mr

Price,

and

Clicks

Group.

In

the

UAE,

the

portfolio

is

positioned

to

benefit

from

reforms

implemented

to

boost

investments

and

population

growth.

Real

estate,

trade,

and

tourism

all

continue

to

be

strong,

benefiting

from

the

reforms

that

have

been

implemented.

However,

we

remain

mindful

of

valuations.

As

a

result,

in

recent

months,

we

have

reduced

exposure

to

some

of

our

holdings

that

had

done

well.

For

example,

our

thesis

for

owning

Abu

Dhabi

Commercial

Bank—namely

stronger

loan

growth,

margin

expansion,

and

merger

synergy-led

efficiency

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

6

improvements—largely

played

out.

As

a

result,

we

eliminated

our

position.

We

also

trimmed

our

positions

in

ADNOC

Drilling

and

ADNOC

Logistics

and

Services,

which

had

both

seen

robust

performance

against

a

backdrop

of

rising

oil

prices.

What

is

portfolio

management’s

outlook?

We

continue

to

focus

on

the

long-term

fundamentals

of

individual

companies,

their

earnings

and

free

cash

flow

growth

potential,

and

the

strength

of

their

balance

sheets.

In

the

longer

term,

we

expect

robust

growth

in

the

region

to

be

underpinned

by

some

of

the

world’s

most

attractive

demographics;

rising

urbanization

and

levels

of

infrastructure

investment;

and

a

solid

asset

base

in

materials

and,

importantly,

in

energy

transition

resources.

There

is

much

scope

for

continued

economic

development,

driven

by

reforms,

and

growing

structural

domestic

demand.

This

should

translate

into

durable

business

performance

in

the

years

ahead

for

the

companies

we

own.

Following

a

“flat”

year

for

the

absolute

returns,

with

better

valuations

in

certain

areas,

we

see

more

opportunities

and

have

positioned

the

portfolio

to

take

advantage

of

these.

In

addition,

the

fast

pace

of

rate

hikes

in

the

past

year,

which

constituted

a

meaningful

headwind

to

some

of

the

countries

and

companies

in

our

region,

look

set

to

slow,

and

this

should

also

provide

opportunities.

In

South

Africa,

we

are

finding

opportunities

in

certain

consumer-facing

sectors

that

are

close

to

historic

lows,

and,

in

our

view,

investors

have

become

overly

negative

on

the

medium-term

earnings

outlook

of

some

of

the

well-

established

businesses

we

track.

The

resolution

of

the

electricity

supply

problems

poses

the

biggest

uncertainty

to

business

and

consumer

confidence,

and

while

it

will

take

a

few

years

to

get

completely

resolved,

we

think

a

combination

of

substantial

private

investments

going

in

the

sector

and

recently

increased

government

resolve

will

result

in

faster

improvement

than

what

is

currently

priced

in.

In

the

Middle

East,

the

increase

in

oil

prices

is

a

short-term

boon

for

fiscal

and

current

accounts;

and

economic

activity,

especially

on

the

non-oil

side,

continues

to

boom.

In

the

UAE,

real

estate,

trade,

and

tourism

continue

to

be

strong,

benefiting

from

social

and

economic

reforms

implemented

in

the

last

couple

of

years,

although

we

are

conscious

of

cyclical

risks.

Activity

in

Saudi

Arabia

remains

robust

on

the

back

of

projects

relating

to

“Vision

2030”

and

full

restoration

of

tourism

activities

following

a

cutback

during

the

coronavirus

pandemic.

We

are

constructive

on

both

markets

over

the

medium

term;

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

7

however,

in

the

short

term,

we

think

it

will

be

increasingly

a

stock

picker’s

market

and

are

positioning

in

areas

that

have

fallen

off

investors’

radars.

While

the

portfolio

hasn’t

been

directly

affected,

we

continue

to

pay

attention

to

the

geopolitical

happenings

within

the

region

and

remain

vigilant

and

nimble.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

8

RISKS

OF

INVESTING

IN

THE

AFRICA

&

MIDDLE

EAST

FUND

Stocks

generally

fluctuate

in

value

more

than

bonds

and

may

decline

significantly

over

short

time

periods.

There

is

a

chance

that

stock

prices

overall

will

decline

because

stock

markets

tend

to

move

in

cycles,

with

periods

of

rising

and

falling

prices.

The

value

of

a

stock

in

which

the

fund

invests

may

decline

due

to

general

weakness

in

the

stock

market

or

because

of

factors

that

affect

a

particular

company

or

industry.

Investing

in

the

securities

of

non-U.S.

issuers

involves

special

risks

not

typically

associated

with

investing

in

U.S.

issuers.

International

securities

tend

to

be

more

volatile

and

less

liquid

than

investments

in

U.S.

securities

and

may

lose

value

because

of

adverse

local,

political,

social,

or

economic

developments

overseas,

or

due

to

changes

in

the

exchange

rates

between

foreign

currencies

and

the

U.S.

dollar.

In

addition,

international

investments

are

subject

to

settlement

practices

and

regulatory

and

financial

reporting

standards

that

differ

from

those

of

the

U.S.

The

risks

of

international

investing

are

heightened

for

securities

of

issuers

in

emerging

market

countries.

Emerging

market

countries

tend

to

have

economic

structures

that

are

less

diverse

and

mature,

and

political

systems

that

are

less

stable,

than

those

of

developed

countries.

In

addition

to

all

of

the

risks

of

investing

in

international

developed

markets,

emerging

markets

are

more

susceptible

to

governmental

interference,

local

taxes

being

imposed

on

international

investments,

restrictions

on

gaining

access

to

sales

proceeds,

and

less

liquid

and

less

efficient

trading

markets.

Frontier

markets

generally

have

smaller

economies

and

less

mature

capital

markets

than

emerging

markets.

As

a

result,

the

risks

of

investing

in

emerging

market

countries

are

magnified

in

frontier

market

countries.

Because

the

fund

concentrates

its

investments

in

a

particular

geographic

region,

the

fund’s

performance

is

closely

tied

to

the

social,

political,

and

economic

conditions

within

that

region.

Political

developments

and

changes

in

regulatory,

tax,

or

economic

policy

in

particular

countries

within

the

region

could

significantly

affect

the

markets

in

those

countries

as

well

as

the

entire

region.

As

a

result,

the

fund

is

likely

to

be

more

volatile

than

more

geographically

diverse

international

funds.

These

are

some

of

the

principal

risks

of

investing

in

this

fund.

For

a

more

thorough

discussion

of

risks,

please

see

the

fund’s

prospectus.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

9

BENCHMARK

INFORMATION

Note:

MSCI

and

its

affiliates

and

third-party

sources

and

providers

(collectively,

“MSCI”)

makes

no

express

or

implied

warranties

or

representations

and

shall

have

no

liability

whatsoever

with

respect

to

any

MSCI

data

contained

herein.

The

MSCI

data

may

not

be

further

redistributed

or

used

as

a

basis

for

other

indices

or

any

securities

or

financial

products.

This

report

is

not

approved,

reviewed,

or

produced

by

MSCI.

Historical

MSCI

data

and

analysis

should

not

be

taken

as

an

indication

or

guarantee

of

any

future

performance

analysis,

forecast

or

prediction.

None

of

the

MSCI

data

is

intended

to

constitute

investment

advice

or

a

recommendation

to

make

(or

refrain

from

making)

any

kind

of

investment

decision

and

may

not

be

relied

on

as

such.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

10/31/23

Al

Rajhi

Bank,

Saudi

Arabia

8.1‌%

Saudi

National

Bank,

Saudi

Arabia

6.7‌ 

Naspers,

South

Africa

4.6‌ 

Qatar

National

Bank,

Qatar

4.6‌ 

FirstRand,

South

Africa

3.8‌ 

Saudi

Basic

Industries,

Saudi

Arabia

3.4‌

First

Abu

Dhabi

Bank,

United

Arab

Emirates

3.2‌

Saudi

Awwal

Bank,

Saudi

Arabia

3.2‌

National

Bank

of

Kuwait,

Kuwait

2.4‌

Riyad

Bank,

Saudi

Arabia

2.3‌

Bidvest

Group,

South

Africa

2.2‌

Bid,

South

Africa

2.1‌

Capitec

Bank

Holdings,

South

Africa

2.1‌

Aspen

Pharmacare

Holdings,

South

Africa

2.1‌

Emirates

NBD

Bank,

United

Arab

Emirates

2.0‌

Prosus,

Netherlands

2.0‌

Sahara

International

Petrochemical,

Saudi

Arabia

1.9‌

Etihad

Etisalat,

Saudi

Arabia

1.9‌

Leejam

Sports,

Saudi

Arabia

1.8‌

Industries

Qatar,

Qatar

1.8‌

Clicks

Group,

South

Africa

1.8‌

Shoprite

Holdings,

South

Africa

1.6‌

Woolworths

Holdings,

South

Africa

1.6‌

Anglo

American,

United

Kingdom

1.6‌

Label

Vie,

Morocco

1.6‌

Total

70.4‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

11

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

AFRICA

&

MIDDLE

EAST

FUND 

Note:

Performance

for

the I

and

Z

Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table

on

the

next

page. 

*The

linked

performance

benchmark

represents

the

performance

of

the

S&P

Emerging/Frontier

ME

&

Africa

BMI

ex

IL

from

9/30/10

through

12/31/17

and

the

performance

of

the

MSCI

Arabian

Markets

&

Africa

10/40

IMI

Net

from

1/1/18

forward.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

10/31/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Africa

&

Middle

East

Fund

–

.

-1.69‌%

5.15‌%

3.30‌%

–‌

–

Africa

&

Middle

East

Fund–

.

I  Class

-1.54‌

5.39‌

–‌

4.99‌%

3/6/17

Africa

&

Middle

East

Fund–

.

Z  Class

-0.51‌

–‌

–‌

5.85‌

2/22/21

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

13

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

three

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

I

Class

shares

are

also

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment,

and

Z

Class

shares

are

offered

only

to

funds

advised

by

T.

Rowe

Price

and

other

advisory

clients

of

T.

Rowe

Price

or

its

affiliates

that

are

subject

to

a

contractual

fee

for

investment

management

services

and

impose

no

12b-1

fee

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Africa

&

Middle

East

Fund

1.58‌%

Africa

&

Middle

East

Fund–I

Class

1.30‌ 

Africa

&

Middle

East

Fund–Z

Class

1.27‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

14

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

AFRICA

&

MIDDLE

EAST

FUND

Beginning

Account

Value

5/1/23

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period*

5/1/23

to

10/31/23

Investor

Class

Actual

$1,000.00

$950.60

$6.39

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,018.65

  6.61

I

Class

Actual

  1,000.00

  950.70

  5.36

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.71

  5.55

Z

Class

Actual

  1,000.00

  955.50

  0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,025.21

  0.00

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

1.30%,

the

2

I Class

was

1.09%,

and

the

3

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

15

QUARTER-END

RETURNS

Periods

Ended

9/30/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Africa

&

Middle

East

Fund

–

.

2.83‌%

4.61‌%

3.73‌%

–‌

–

Africa

&

Middle

East

Fund–

.

I  Class

3.08‌ 

4.85‌ 

–‌

5.46‌%

3/6/17

Africa

&

Middle

East

Fund–

.

Z  Class

4.14‌ 

–‌

–‌

7.05‌ 

2/22/21

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

2

I

and

3

Z

Class

shares,

1-800-638-8790

.

This

table

provides

returns

through

the

most

recent

calendar

quarter-end

rather

than

through

the

end

of

the

fund’s

fiscal

period.

It

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

9.94‌

$

10.53‌

$

7.31‌

$

8.65‌

$

8.55‌

Investment

activities

Net

investment

income

(1)(2)

0.19‌

0.14‌

0.07‌

0.07‌

0.49‌

Net

realized

and

unrealized

gain/

loss

(0.36‌)

(0.66‌)

3.40‌

(0.88‌)

(0.22‌)

Total

from

investment

activities

(0.17‌)

(0.52‌)

3.47‌

(0.81‌)

0.27‌

Distributions

Net

investment

income

(0.14‌)

(0.07‌)

(0.04‌)

(0.53‌)

(0.17‌)

Net

realized

gain

—‌

—‌

(0.21‌)

—‌

—‌

Total

distributions

(0.14‌)

(0.07‌)

(0.25‌)

(0.53‌)

(0.17‌)

NET

ASSET

VALUE

End

of

period

$

9.63‌

$

9.94‌

$

10.53‌

$

7.31‌

$

8.65‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(1.69‌)%

(4.96‌)%

48.53‌%

(10.25‌)%

3.20‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.74‌%

1.58‌%

1.58‌%

1.58‌%

1.49‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.30‌%

1.30‌%

1.31‌%

1.31‌%

1.31‌%

Net

investment

income

1.93‌%

1.33‌%

0.75‌%

0.88‌%

5.38‌%

Portfolio

turnover

rate

53.1‌%

48.2‌%

51.3‌%

62.3‌%

48.0‌%

Net

assets,

end

of

period

(in

thousands)

$58,590

$83,248

$90,469

$66,475

$105,264

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

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,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

10.01‌

$

10.59‌

$

7.33‌

$

8.66‌

$

8.56‌

Investment

activities

Net

investment

income

(1)(2)

0.19‌

0.20‌

0.09‌

0.04‌

0.52‌

Net

realized

and

unrealized

gain/

loss

(0.34‌)

(0.69‌)

3.42‌

(0.84‌)

(0.23‌)

Total

from

investment

activities

(0.15‌)

(0.49‌)

3.51‌

(0.80‌)

0.29‌

Distributions

Net

investment

income

(0.22‌)

(0.09‌)

(0.04‌)

(0.53‌)

(0.19‌)

Net

realized

gain

—‌

—‌

(0.21‌)

—‌

—‌

Total

distributions

(0.22‌)

(0.09‌)

(0.25‌)

(0.53‌)

(0.19‌)

NET

ASSET

VALUE

End

of

period

$

9.64‌

$

10.01‌

$

10.59‌

$

7.33‌

$

8.66‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(1.54‌)%

(4.66‌)%

48.95‌%

(10.12‌)%

3.43‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.39‌%

1.29‌%

1.31‌%

1.33‌%

1.28‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.09‌%

1.09‌%

1.09‌%

1.10‌%

1.09‌%

Net

investment

income

1.90‌%

1.85‌%

1.02‌%

0.56‌%

5.81‌%

Portfolio

turnover

rate

53.1‌%

48.2‌%

51.3‌%

62.3‌%

48.0‌%

Net

assets,

end

of

period

(in

thousands)

$24,003

$49,894

$26,351

$34,863

$9,472

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

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,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

2/22/21

(1)

Through

10/31/21

10/31/23

10/31/22

NET

ASSET

VALUE

Beginning

of

period

$

10.04‌

$

10.62‌

$

8.74‌

Investment

activities

Net

investment

income

(2)(3)

0.33‌

0.28‌

0.16‌

Net

realized

and

unrealized

gain/loss

(0.38‌)

(0.66‌)

1.72‌

Total

from

investment

activities

(0.05‌)

(0.38‌)

1.88‌

Distributions

Net

investment

income

(0.33‌)

(0.20‌)

—‌

NET

ASSET

VALUE

End

of

period

$

9.66‌

$

10.04‌

$

10.62‌

Ratios/Supplemental

Data

Total

return

(3)(4)

(0.51‌)%

(3.63‌)%

21.51‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

1.37‌%

1.27‌%

1.30‌%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

0.00‌%

0.01‌%

(5)

Net

investment

income

3.26‌%

2.58‌%

2.37‌%

(5)

Portfolio

turnover

rate

53.1‌%

48.2‌%

51.3‌%

Net

assets,

end

of

period

(in

thousands)

$7,114

$8,300

$10,226

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

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,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

October

31,

2023

19

Portfolio

of

Investments

‡

Shares

$

Value

(

Cost

and

value

in

$000s)

‡

BAHRAIN

1.1%

Common

Stocks

1.1%

Aluminium

Bahrain 

358,137‌

1,035‌

Total

Bahrain

(Cost

$1,029

)

1,035‌

CANADA

0.5%

Common

Stocks

0.5%

Ivanhoe

Mines,

Class

A  (1)(2)

58,900‌

434‌

Total

Canada

(Cost

$512

)

434‌

EGYPT

0.9%

Common

Stocks

0.9%

Integrated

Diagnostics

Holdings

(USD)  (1)

2,061,752‌

789‌

Total

Egypt

(Cost

$1,755

)

789‌

KUWAIT

4.0%

Common

Stocks

4.0%

Boursa

Kuwait

Securities 

207,421‌

1,163‌

Gulf

Bank 

400,401‌

307‌

National

Bank

of

Kuwait 

745,778‌

2,114‌

Total

Kuwait

(Cost

$3,900

)

3,584‌

MOROCCO

1.5%

Common

Stocks

1.5%

Label

Vie 

3,250‌

1,401‌

Total

Morocco

(Cost

$724

)

1,401‌

NETHERLANDS

2.0%

Common

Stocks

2.0%

Prosus  (1)

63,755‌

1,787‌

Total

Netherlands

(Cost

$2,014

)

1,787‌

QATAR

8.4%

Common

Stocks

8.4%

Industries

Qatar 

486,856‌

1,636‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

Meeza

QSTP  (1)

1,127,135‌

808‌

Qatar

Gas

Transport 

1,016,326‌

983‌

Qatar

National

Bank 

997,462‌

4,081‌

Total

Qatar

(Cost

$8,211

)

7,508‌

SAUDI

ARABIA

43.1%

Common

Stocks

43.1%

Ades

Holding  (1)

234,387‌

1,160‌

Al

Hammadi

Holding 

57,166‌

823‌

Al

Rajhi

Bank 

407,948‌

7,302‌

Aldrees

Petroleum

&

Transport

Services 

35,613‌

1,118‌

AlKhorayef

Water

&

Power

Technologies 

25,074‌

915‌

Arabian

Internet

&

Communications

Services 

12,488‌

1,042‌

Bupa

Arabia

for

Cooperative

Insurance 

21,044‌

1,195‌

Etihad

Etisalat 

139,251‌

1,712‌

Jarir

Marketing 

346,218‌

1,336‌

Leejam

Sports 

40,129‌

1,643‌

Mouwasat

Medical

Services 

47,613‌

1,270‌

Nahdi

Medical 

35,964‌

1,360‌

Riyad

Bank 

287,060‌

2,033‌

Sahara

International

Petrochemical 

202,076‌

1,741‌

Saudi

Awwal

Bank 

322,972‌

2,884‌

Saudi

Basic

Industries 

148,606‌

3,054‌

Saudi

National

Bank 

672,347‌

6,016‌

Saudi

Pharmaceutical

Industries

&

Medical

Appliances  (1)

98,962‌

784‌

United

International

Transportation 

70,973‌

1,273‌

Total

Saudi

Arabia

(Cost

$30,932

)

38,661‌

SOUTH

AFRICA

25.7%

Common

Stocks

25.7%

Anglo

American

Platinum 

26,829‌

896‌

Aspen

Pharmacare

Holdings 

202,767‌

1,844‌

Bid 

87,270‌

1,853‌

Bidvest

Group 

142,208‌

2,012‌

Capitec

Bank

Holdings 

20,808‌

1,849‌

Clicks

Group 

107,403‌

1,583‌

FirstRand 

1,031,018‌

3,399‌

Foschini

Group 

154,800‌

837‌

Mr

Price

Group 

106,414‌

769‌

Naspers,

Class

N 

26,357‌

4,121‌

OUTsurance

Group 

452,562‌

980‌

Shoprite

Holdings 

112,947‌

1,448‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

Woolworths

Holdings 

386,408‌

1,440‌

Total

South

Africa

(Cost

$19,094

)

23,031‌

SWITZERLAND

0.7%

Common

Stocks

0.7%

Cie

Financiere

Richemont,

Class

A

(ZAR) 

5,392‌

641‌

Total

Switzerland

(Cost

$693

)

641‌

UNITED

ARAB

EMIRATES

8.9%

Common

Stocks

8.9%

ADNOC

Drilling 

1,050,086‌

1,041‌

Adnoc

Gas  (1)

987,783‌

864‌

ADNOC

Logistics

&

Services 

706,535‌

649‌

Borouge 

1,092,082‌

746‌

Emirates

NBD

Bank 

395,354‌

1,825‌

First

Abu

Dhabi

Bank 

838,462‌

2,895‌

Total

United

Arab

Emirates

(Cost

$6,562

)

8,020‌

UNITED

KINGDOM

3.0%

Common

Stocks

3.0%

Anglo

American

(ZAR) 

56,161‌

1,434‌

Centamin 

671,152‌

673‌

Endeavour

Mining 

27,975‌

577‌

Total

United

Kingdom

(Cost

$2,581

)

2,684‌

SHORT-TERM

INVESTMENTS

0.0%

Money

Market

Funds

0.0%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (3)(4)

1,538‌

2‌

Total

Short-Term

Investments

(Cost

$2)

2‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

SECURITIES

LENDING

COLLATERAL

0.5%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

JPMORGAN

CHASE

BANK

0.5%

Money

Market

Funds

0.5%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (3)(4)

411,597‌

412‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

JPMorgan

Chase

Bank

412‌

Total

Securities

Lending

Collateral

(Cost

$412)

412‌

Total

Investments

in

Securities

100.3%

of

Net

Assets

(Cost

$78,421)

$

89,989‌

‡

Country

classifications

are

generally

based

on

MSCI

categories

or

another

unaffiliated

third

party

data

provider;

Shares

are

denominated

in

the

currency

of

the

country

presented

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3

.

All

or

a

portion

of

this

security

is

on

loan

at

October

31,

2023.

(3)

Seven-day

yield

(4)

Affiliated

Companies

USD

U.S.

Dollar

ZAR

South

African

Rand

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

23

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

October

31,

2023.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

—‌

$

—‌

$

30‌++

Totals

$

—‌#

$

—‌

$

30‌+

Supplementary

Investment

Schedule

Affiliate

Value

10/31/22

Purchase

Cost

Sales

Cost

Value

10/31/23

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

2,509‌

 ¤

  ¤

$

414‌

Total

$

414‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3

.

+

Investment

income

comprised

$30

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$414.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

October

31,

2023

Statement

of

Assets

and

Liabilities

24

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$78,421)

$

89,989‌

Receivable

for

investment

securities

sold

979‌

Receivable

for

shares

sold

16‌

Dividends

receivable

7‌

Foreign

currency

(cost

$4)

4‌

Due

from

affiliates

2‌

Other

assets

23‌

Total

assets

91,020‌

Liabilities

Payable

for

investment

securities

purchased

621‌

Obligation

to

return

securities

lending

collateral

412‌

Investment

management

fees

payable

80‌

Payable

for

shares

redeemed

50‌

Other

liabilities

150‌

Total

liabilities

1,313‌

NET

ASSETS

$

89,707‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

October

31,

2023

Statement

of

Assets

and

Liabilities

25

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

11,052‌

Paid-in

capital

applicable

to

9,313,562

shares

of

$0.01

par

value

capital

stock

outstanding;

18,000,000,000

shares

of

the

Corporation

authorized

78,655‌

NET

ASSETS

$

89,707‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$58,590;

Shares

outstanding:

6,087,102)

$

9.63‌

I

Class

(Net

assets:

$24,003;

Shares

outstanding:

2,490,317)

$

9.64‌

Z

Class

(Net

assets:

$7,114;

Shares

outstanding:

736,143)

$

9.66‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Statement

of

Operations

26

($000s)

Year

Ended

10/31/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$163)

$

3,459‌

Securities

lending

1‌

Total

income

3,460‌

Expenses

Investment

management

1,136‌

Shareholder

servicing

Investor

Class

$

244‌

I

Class

10‌

254‌

Prospectus

and

shareholder

reports

Investor

Class

16‌

I

Class

2‌

18‌

Custody

and

accounting

213‌

Registration

60‌

Legal

and

audit

31‌

Proxy

and

annual

meeting

6‌

Miscellaneous

41‌

Waived

/

paid

by

Price

Associates

(505‌)

Total

expenses

1,254‌

Net

investment

income

2,206‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Statement

of

Operations

27

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

10/31/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

3,221‌

Foreign

currency

transactions

(86‌)

Net

realized

gain

3,135‌

Change

in

net

unrealized

gain

/

loss

Securities

(5,741‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

24‌

Change

in

net

unrealized

gain

/

loss

(5,717‌)

Net

realized

and

unrealized

gain

/

loss

(2,582‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(376‌)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Statement

of

Changes

in

Net

Assets

28

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/23

10/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

2,206‌

$

2,390‌

Net

realized

gain

3,135‌

10,675‌

Change

in

net

unrealized

gain

/

loss

(5,717‌)

(23,324‌)

Decrease

in

net

assets

from

operations

(376‌)

(10,259‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(1,075‌)

(605‌)

I

Class

(1,096‌)

(227‌)

Z

Class

(263‌)

(190‌)

Decrease

in

net

assets

from

distributions

(2,434‌)

(1,022‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

7,253‌

68,524‌

I

Class

3,437‌

40,202‌

Z

Class

109‌

48‌

Distributions

reinvested

Investor

Class

1,027‌

570‌

I

Class

1,066‌

227‌

Z

Class

263‌

190‌

Shares

redeemed

Investor

Class

(31,108‌)

(70,276‌)

I

Class

(29,692‌)

(12,095‌)

Z

Class

(1,280‌)

(1,714‌)

Increase

(decrease)

in

net

assets

from

capital

share

transactions

(48,925‌)

25,676‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

Statement

of

Changes

in

Net

Assets

29

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/23

10/31/22

Net

Assets

Increase

(decrease)

during

period

(51,735‌)

14,395‌

Beginning

of

period

141,442‌

127,047‌

End

of

period

$

89,707‌

$

141,442‌

*Share

information

(000s)

Shares

sold

Investor

Class

719‌

6,182‌

I

Class

340‌

3,607‌

Z

Class

11‌

4‌

Distributions

reinvested

Investor

Class

106‌

55‌

I

Class

111‌

22‌

Z

Class

27‌

19‌

Shares

redeemed

Investor

Class

(3,113‌)

(6,456‌)

I

Class

(2,945‌)

(1,132‌)

Z

Class

(128‌)

(159‌)

Increase

(decrease)

in

shares

outstanding

(4,872‌)

2,142‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

NOTES

TO

FINANCIAL

STATEMENTS

30

T.

Rowe

Price

International

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Africa

&

Middle

East

Fund

(the

fund)

is a

nondiversified, open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital

by

investing

primarily

in

the

common

stocks

of

companies

located

(or

with

primary

operations)

in

Africa

and

the

Middle

East.

The

fund

has

three classes

of

shares:

the

Africa

&

Middle

East

Fund

(Investor

Class),

the

Africa

&

Middle

East

Fund–I

Class

(I

Class),

and

the

Africa

&

Middle

East

Fund–Z

Class

(Z

Class).

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

Prior

to

November

15,

2021,

the

initial

investment

minimum

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

31

cost

basis. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

companies are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss. Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

32

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

33

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

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.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities

and

the

last

quoted

sale

or

closing

price

for

international

securities.

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of

the fund’s portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

34

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

October

31,

2023

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund's

prospectus

and

Statement

of

Additional

Information.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

—‌

$

89,575‌

$

—‌

$

89,575‌

Short-Term

Investments

2‌

—‌

—‌

2‌

Securities

Lending

Collateral

412‌

—‌

—‌

412‌

Total

$

414‌

$

89,575‌

$

—‌

$

89,989‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

35

Emerging

and

Frontier

Markets

 The fund

invests,

either

directly

or

through

investments

in

other

T.

Rowe

Price

funds,

in

securities

of

companies

located

in,

issued

by

governments

of,

or

denominated

in

or

linked

to

the

currencies

of

emerging

and

frontier

market

countries.

Emerging

markets,

and

to

a

greater

extent

frontier

markets, tend

to

have

economic

structures

that

are

less

diverse

and

mature,

less

developed

legal

and

regulatory

regimes,

and

political

systems

that

are

less

stable,

than

those

of

developed

countries.

These

markets

may

be

subject

to

greater

political,

economic,

and

social

uncertainty

and

differing

accounting

standards

and

regulatory

environments

that

may

potentially

impact

the

fund’s

ability

to

buy

or

sell

certain

securities

or

repatriate

proceeds

to

U.S.

dollars.

Emerging

markets

securities

exchanges

are

more

likely

to

experience

delays

with

the

clearing

and

settling

of

trades,

as

well

as

the

custody

of

holdings

by

local

banks,

agents,

and

depositories.

Such

securities

are

often

subject

to

greater

price

volatility,

less

liquidity,

and

higher

rates

of

inflation

than

U.S.

securities.

Investing

in

frontier

markets

is

typically

significantly

riskier

than

investing

in

other

countries,

including

emerging

markets.

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

October

31,

2023,

the

value

of

loaned

securities

was

$377,000;

the

value

of

cash

collateral

and

related

investments

was

$412,000.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

36

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $57,632,000 and

$103,738,000,

respectively,

for

the

year ended

October

31,

2023.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return,

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

character

of

net

currency

gains

or

losses

and

the

character

of

income

on

passive

foreign

investment

companies.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

($000s)

October

31,

2023

October

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

2,434‌

$

1,022‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

37

At

October

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

October

31,

2023,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales

and

the

realization

of

gains/losses

on

passive

foreign

investment

companies.

The

loss

carryforwards

and

deferrals

primarily

relate

to

capital

loss

carryforwards.

Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

During

the

year

ended

October

31,

2023,

the

fund

utilized

$2,134,000

of

capital

loss

carryforwards.

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

($000s)

Cost

of

investments

$

79,925‌

Unrealized

appreciation

$

18,749‌

Unrealized

depreciation

(8,684‌)

Net

unrealized

appreciation

(depreciation)

$

10,065‌

($000s)

Undistributed

ordinary

income

$

2,369‌

Net

unrealized

appreciation

(depreciation)

10,065‌

Loss

carryforwards

and

deferrals

(1,382‌)

Total

distributable

earnings

(loss)

$

11,052‌

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

38

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). Price

Associates

has

entered

into

a

sub-advisory

agreement(s)

with

one

or

more

of

its

wholly

owned

subsidiaries,

to

provide

investment

advisory

services

to

the

fund.

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee,

equal

to

0.75%

of

the

fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

October

31,

2023,

the

effective

annual

group

fee

rate

was

0.29%.

The Investor Class is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

During

the

limitation

period,

Price

Associates

is required

to

waive

its

management

fee

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary expenses;

and

acquired

fund

fees

and

expenses) that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

The

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.  

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

39

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended October

31,

2023

as

indicated

in

the

table

below.

Including these

amounts,

expenses

previously

waived/paid

by

Price

Associates

in

the

amount

of $1,029,000 remain

subject

to

repayment

by

the

fund

at

October

31,

2023.

Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class.

For

the

year

ended

October

31,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$112,000

for

Price

Associates;

$196,000

for

T.

Rowe

Price

Services,

Inc.;

and

$2,000

for

T.

Rowe

Price

Investor

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

1.30%

0.05%

0.00%

Expense

limitation

date

02/28/26

02/28/26

N/A

(Waived)/repaid

during

the

period

($000s)

$(298)

$(100)

$(107)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

40

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).  

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

October

31,

2023, 100%

of

the

Z

Class's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year

ended

October

31,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war

and

conflict,

terrorism,

geopolitical

events,

and

public

health

epidemics and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

41

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

The

global

outbreak

of

COVID-19

and

the

related

governmental

and

public

responses

have

led

and

may

continue

to

lead

to

increased

market

volatility

and

the

potential

for

illiquidity

in

certain

classes

of

securities

and

sectors

of

the

market

either

in

specific

countries

or

worldwide.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict,

leading

to

economic

sanctions imposed

on

Russia

that

target certain

of

its

citizens

and

issuers

and

sectors

of

the

Russian

economy,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

banking

industry

experienced

heightened

volatility,

which

sparked

concerns

of

potential

broader

adverse

market

conditions.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

42

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

International

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

Africa

&

Middle

East

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Africa

&

Middle

East

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

International

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

October

31,

2023,

the

related

statement

of

operations

for

the

year

ended

October

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

October

31,

2023,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2023

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

43

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

October

31,

2023

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

December

19,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

44

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 10/31/23

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

For

taxable

non-corporate

shareholders,

$916,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

The

fund

will

pass

through

foreign

source

income

of

$2,512,000

and

foreign

taxes

paid

of

$194,000.  

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

45

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

RESULTS

OF

PROXY

VOTING

A

Special

Meeting

of

Shareholders

was

held

on

July

24,

2023

for

shareholders

of

record

on

April

7,

2023,

to

elect

the

following

director-nominees

to

serve

on

the

Board

of

all

Price

Funds.

The

newly

elected

Directors

took

office

effective

July

24,

2023.

The

results

of

the

voting

were

as

follows:

Teresa

Bryce

Bazemore,

Bruce

W.

Duncan,

Robert

J.

Gerrard,

Jr.,

Paul

F.

McBride

and

David

Oestreicher

continue

to

serve

as

Directors

on

the

Board

of

all

Price

Funds.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

Votes

For

Votes

Withheld

Melody

Bianchetto

5,316,532,865

42,338,636

Mark

J.

Parrell

5,314,462,793

44,388,756

Kellye

L.

Walker

5,314,203,135

44,903,088

Eric

L.

Veiel

5,309,419,858

49,685,657

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

46

TAILORED

SHAREHOLDER

REPORTS

FOR

MUTUAL

FUNDS

AND

EXCHANGE

TRADED

FUNDS

In

October

2022,

the

Securities

and

Exchange

Commission

(SEC)

adopted

rule

and

form

amendments

requiring

Mutual

Funds

and

Exchange-Traded

Funds

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

that

highlight

key

information

to

shareholders.

Other

information,

including

financial

statements,

will

no

longer

appear

in

the

funds’

shareholder

reports

but

will

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

47

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

24,

2023,

the

Board

was

presented

with

an

annual

assessment

that

was

prepared

by

the

LRC

on

behalf

of

the

Adviser

and

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

48

For the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2022,

through

March

31,

2023.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

49

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

Associates,

Inc. (T.

Rowe

Price),

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[209]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Melody

Bianchetto

(1966)

2023

[209]

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[209]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[209]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[209]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

50

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Mark

J.

Parrell

(1966)

2023

[209]

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council

and

Chair,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member,

National

Multifamily

Housing

Council

and

served

as

Chair

of

the

Finance

Committee

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

and

the

2022

Executive

Board

Nareit;

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

Kellye

L.

Walker

(1966)

2021

[209]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[209]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

51

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[209]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Mariel

Abreu

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Jason R.

Adams

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ulle

Adamson,

CFA

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Roy

H.

Adkins

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Syed

H.

Ali

(1970)

Vice

President

Vice

President,

Price

Hong

Kong,

Price

Singapore,

and

T.

Rowe

Price

Group,

Inc.

Kennard

W.

Allen

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Paulina

Amieva

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ziad

Bakri,

M.D.,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Harishankar

Balkrishna

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sheena

L.

Barbosa

(1983)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Jason

A.

Bauer

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Luis

M.

Baylac

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

52

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

R.

Scott

Berg,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Steven

E.

Boothe,

CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Peter

I.

Botoucharov

(1965)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Tala

Boulos

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher

P.

Brown, CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019)

Shiu

Tak

(Sheldon)

Chan

(1981)

Vice

President

Vice

President,

Price

International

and

T.

Rowe

Price

Group,

Inc.

Andrew

Chang

(1983)

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Carolyn

Hoi

Che

Chu

(1974)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Vincent

Chung

(1988)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Investment

Analyst/Trader,

Observatory

Capital

Management

LLP

(to

2019)

Archibald

Ciganer,

CFA

(1976)

Executive

Vice

President

Director

and

Vice

President,

Price

Japan;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Richard

N.

Clattenburg,

CFA

(1979)

Executive

Vice

President

Vice

President,

Price

Singapore,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Michael

F.

Connelly,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Richard

de

los

Reyes

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

53

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Michael

Della

Vedova

(1969)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Iona

Dent,

CFA

(1991)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Maria

Elena

Drew

(1973)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shawn

T.

Driscoll

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Bridget

A.

Ebner

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

David

J.

Eiswert,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Emory

(1963)

Assistant

Secretary 

Assistant

Vice

President

and

Assistant

Secretary,

T.

Rowe

Price;

Assistant

Secretary,

T.

Rowe

Price

Group,

Inc.,

Price

Investment

Management,

Price

International,

Price

Hong

Kong,

Price

Singapore,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Dawei

Feng

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Quentin

S.

Fitzsimmons

(1968)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Justin

T.

Gerbereux,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Aaron

Gifford,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Vishnu

V.

Gopal

(1979)

Vice

President

Vice

President,

Price

International

and

T.

Rowe

Price

Group,

Inc.

Benjamin

Griffiths,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shaoyu

Guo

(1992)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Economist,

J.P.

Morgan

(to

2020)

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

54

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Richard

L.

Hall

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Nabil

Hanano,

CFA

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jeffrey

Holford,

Ph.D.,

ACA

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Stefan

Hubrich,

Ph.D.,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Arif

Husain,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Michael D.

Jacobs

(1971)

Vice

President

Vice

President,

Price

Japan,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Randal

S.

Jenneke

(1971)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.

Nina

P.

Jones,

CPA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Yoichiro

Kai

(1973)

Vice

President

Vice

President,

Price

Singapore,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jacob

H.

Kann,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Jai

Kapadia

(1982)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Andrew

J.

Keirle

(1974)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Trust

Company

Takanori

Kobayashi

(1981)

Vice

President

Vice

President,

Price

Japan,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Christopher

J.

Kushlis,

CFA

(1976)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

55

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Shengrong

Lau

(1982)

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Lu

Liu

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Johannes

Loefstrand

(1988)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Anh Lu

(1968)

Executive

Vice

President

Vice

President,

Price

Hong

Kong,

Price

International, and

T.

Rowe

Price

Group,

Inc.

Sebastien

Mallet

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jennifer Martin

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ryan

Martyn

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Colin

McQueen

(1967)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Senior

Investment

Manager,

Global

Equities,

Sanlam

FOUR

Investments

UK

Limited

(to

2019)

Raymond

A.

Mills,

Ph.D.,

CFA

(1960)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Jihong

Min

(1979)

Executive

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Eric

C.

Moffett

(1974)

Executive

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Ivan

Morozov,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Samy

B.

Muaddi,

CFA

(1984)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

Price

International,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Tobias

F. Mueller,

CFA

(1980)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Razan

Nasser

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Senior

Economist,

HSBC

Bank

Middle

East

Ltd

(to

2019)

Kenneth

A. Orchard

(1975)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

56

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Oluwaseun Oyegunle,

CFA

(1984)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc., T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Todd

Reese

(1990)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Melanie

A.

Rizzo

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

David

L.

Rowlett,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Federico

Santilli,

CFA

(1974)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Nikolaj

Schmidt

(1975)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sebastian

Schrott

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Weijie

(Vivian)

Si

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Scott

D.

Solomon,

CFA

(1981)

Executive

Vice

President

Vice

President,

T.

Rowe

Price, T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Joshua

K.

Spencer,

CFA

(1973)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

David

Stanley

(1963)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Saurabh

Sud,

CFA

(1985)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Taymour

R.

Tamaddon,

CFA

(1976)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Ju

Yen

Tan

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sin

Dee

Tan,

CFA

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Africa

&

Middle

East

Fund

57

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Siby

Thomas

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Justin

Thomson

(1968)

President

Director,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

Director

and

Vice

President,

Price

International

Rupinder

Vig

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Willem

Visser

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher Vost,

CFA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Zenon

Voyiatzis

(1971)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Verena

E.

Wachnitz,

CFA

(1978)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Hiroshi

Watanabe,

CFA

(1975)

Vice

President

Director

and

Vice

President,

Price

Japan;

Vice

President,

T.

Rowe

Price

Group,

Inc. 

James

Woodward,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Marta

Yago

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

T.

Yeagle

(1978)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ernest

C.

Yeung,

CFA

(1979)

Executive

Vice

President

Director

and

Vice

President,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Ellen

York

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Wenli

Zheng

(1979)

Executive

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202312-3146000

F168-050

12/23

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)  Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2023		2022
Audit Fees		$25,925		$24,349
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

    (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,584,000 and $2,760,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price International Funds, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 19, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 19, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	December 19, 2023