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: April 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Market
Commentary
Portfolio
Summary
Fund
Expense
Example
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
PRIDX
International
Discovery
Fund
–
.
TIDDX
International
Discovery
Fund–
.
I Class
TRZKX
International
Discovery
Fund–
.
Z Class
T.
ROWE
PRICE
International
Discovery
Fund
Go
Paperless
Going
paperless
offers
a
host
of
benefits,
which
include:
Timely
delivery
of
important
documents
Convenient
access
to
your
documents
anytime,
anywhere
Strong
security
protocols
to
safeguard
sensitive
data
Waive
your
account
service
fee
by
going
paperless.*
To
Enroll:
˃
If
you
invest
directly
with
T.
Rowe
Price,
go
to
troweprice.com/paperless
.
If
you
invest
through
a
financial
intermediary
such
as
an
investment
advisor,
a
bank,
or
a
brokerage
firm,
please
contact
that
organization
and
ask
if
it
can
provide
electronic
documentation.
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
International
Discovery
Fund
Market
Commentary
Dear
Shareholder
Major
global
stock
and
bond
indexes
produced
positive
results
during
the
first
half
of
your
fund’s
fiscal
year,
the
six-month
period
ended
April
30,
2024.
Investor
sentiment
was
bolstered
by
rising
hopes
at
the
end
of
2023
that
central
banks
would
be
able
to
cut
interest
rates
soon;
however,
stronger-than-expected
inflation
data
in
the
first
quarter
of
2024
contributed
to
a
downturn
in
April
that
offset
some
of
the
strong
gains
recorded
earlier
in
the
period.
Growth
stocks
outperformed
value
shares
over
the
six-month
period,
and
stocks
in
developed
markets
generally
outpaced
their
counterparts
in
emerging
markets.
Currency
movements
were
mixed
over
the
period—a
weaker
U.S.
dollar
versus
some
major
European
currencies
was
beneficial
for
U.S.
investors
in
European
securities,
while
a
downturn
in
the
Japanese
yen
had
the
reverse
effect.
Technology
companies
benefited
from
investor
enthusiasm
for
artificial
intelligence
developments
and
produced
some
of
the
strongest
results
in
the
equity
market.
Within
the
U.S.-focused
S&P
500
Index,
the
communication
services,
financials, information
technology,
and
industrials sectors
all
recorded
strong
gains,
while
returns
for
energy
companies
were
more
muted
as
oil
prices
dipped
at
the
end
of
2023
before
rebounding
in
the
new
year.
U.S.
Treasury
yields
finished
the
period
lower,
which
supported
broadly
positive
results
in
the
fixed
income
market.
High
yield
corporate
bonds
produced
some
of
the
strongest
returns,
aided
by
the
higher
coupons
that
have
become
available
since
the
Fed
began
hiking
rates
about
two
years
ago,
as
well
as
strength
in
the
economy
that
kept
default
expectations
at
low
levels.
The
U.S.
economy
was
the
strongest
among
the
major
markets
during
the
period,
although
first-quarter
gross
domestic
product
growth—according
to
a
preliminary
estimate—slowed
from
the
level
reported
at
the
end
of
2023.
Meanwhile,
after
flirting
with
a
recession
late
last
year,
growth
in
the
eurozone
appeared
to
be
healthier
in
the
latest
reports,
and
China’s
economy
showed
signs
of
recovery
after
a
sluggish
performance
in
2023.
T.
ROWE
PRICE
International
Discovery
Fund
The
positive
economic
news
aided
investor
sentiment
following
widespread
expectations
for
a
downturn
last
year.
But
the
outlook
for
monetary
policy
as
global
central
banks
continued
their
fight
against
inflation
was
more
difficult
to
decipher.
After
significant
progress
in
reducing
the
rate
of
price
increases—
12-month
consumer
price
index
inflation
dropped
from
6.4%
to
3.3%
over
the
course
of
2023—Federal
Reserve
policymakers
helped
boost
sentiment
when
their
year-end
economic
projections
indicated
that
three
quarter-point
interest
rate
cuts
were
likely
in
2024,
up
from
the
two
they
had
forecast
previously.
However,
with
inflation
improvements
stalling
so
far
this
year,
Fed
officials
indicated
that
they
will
take
a
patient
approach
to
loosening
monetary
policy,
a
message
that
weighed
on
markets
near
the
end
of
our
reporting
period.
Outside
the
U.S.,
the
European
Central
Bank was
also
facing
sticky
inflation,
but
officials
indicated
that
they
would
like
to
begin
cutting
rates
soon
if
upcoming
reports
are
favorable.
Meanwhile,
moving
in
the
other
direction,
the
Bank
of
Japan
lifted
short-term
interest
rates
from
negative
territory
for
the
first
time
in
over
seven
years
following
a
long
campaign
against
disinflation,
although
Japan’s
monetary
policy
remains
among
the
most
accommodative
in
the
world.
Global
economies
have
displayed
continued
resilience
in
the
year-to-date
period,
but
risks
remain
as
we
look
ahead.
Elevated
geopolitical
tensions,
uncertainty
about
the
path
of
monetary
policy,
and
fading
fiscal
stimulus
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
help
identify
securities
that
can
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
International
Discovery
Fund
Portfolio
Summary
SECTOR
DIVERSIFICATION
Percent
of
Net
Assets
10/31/23
4/30/24
Industrials
and
Business
Services
22.5%
23.5%
Consumer
Discretionary
16.6
15.9
Information
Technology
9.8
10.9
Financials
10.7
10.7
Materials
8.5
9.5
Health
Care
9.3
9.4
Communication
Services
6.2
6.2
Energy
5.0
4.7
Real
Estate
4.6
4.1
Consumer
Staples
2.8
2.6
Utilities
1.1
0.9
Other
and
Reserves
2.9
1.6
Total
100.0%
100.0%
Historical
weightings
reflect
current
industry/sector
classifications.
T.
ROWE
PRICE
International
Discovery
Fund
PORTFOLIO
HIGHLIGHTS
TWENTY-FIVE
LARGEST
HOLDINGS
Percent
of
Net
Assets
4/30/24
Ascential,
United
Kingdom
2.0%
BAWAG
Group,
Austria
1.8
Kanzhun,
China
1.7
SPIE,
France
1.5
MercadoLibre,
Argentina
1.4
Amplifon,
Italy
1.4
Laboratorios
Farmaceuticos
Rovi,
Spain
1.2
Hanwa,
Japan
1.1
China
Resources
Mixc
Lifestyle
Services,
China
1.1
Aiful,
Japan
1.0
Croda
International,
United
Kingdom
0.9
flatexDEGIRO,
Germany
0.9
Redcare
Pharmacy,
Germany
0.9
Descartes
Systems
Group,
Canada
0.9
Toyo
Tire,
Japan
0.8
Montana
Aerospace,
Switzerland
0.8
YouGov,
United
Kingdom
0.8
Nippon
Soda,
Japan
0.8
TGS,
Norway
0.8
Horiba,
Japan
0.8
Siltronic,
Germany
0.8
Nextage,
Japan
0.8
FPT,
Vietnam
0.8
Taiheiyo
Cement,
Japan
0.8
Zomato,
India
0.8
Total
26.6%
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
International
Discovery
Fund
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.
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.
T.
ROWE
PRICE
International
Discovery
Fund
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.
INTERNATIONAL
DISCOVERY
FUND
Beginning
Account
Value
11/1/23
Ending
Account
Value
4/30/24
Expenses
Paid
During
Period*
11/1/23
to
4/30/24
Investor
Class
Actual
$1,000.00
$1,198.30
$6.83
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,018.65
6.27
I
Class
Actual
1,000.00
1,199.50
5.96
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,019.44
5.47
Z
Class
Actual
1,000.00
1,206.10
0.00
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,024.86
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
(182),
and
divided
by
the
days
in
the
year
(366)
to
reflect
the
half-year
period.
The
annualized
expense
ratio
of
the
1
Investor
Class
was
1.25%,
the
2
I Class
was
1.09%,
and
the
3
Z Class
was
0.00%.
FUND
EXPENSE
EXAMPLE
(CONTINUED)
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
4/30/24
..
Year
..
..
Ended
.
10/31/23
10/31/22
10/31/21
10/31/20
10/31/19
NET
ASSET
VALUE
Beginning
of
period
$
54.73
$
53.67
$
98.74
$
79.63
$
65.08
$
62.81
Investment
activities
Net
investment
income
(loss)
(1)(2)
0.20
0.51
0.18
(0.08)
0.05
0.53
Net
realized
and
unrealized
gain/
loss
10.59
2.36
(32.33)
23.09
15.29
5.18
Total
from
investment
activities
10.79
2.87
(32.15)
23.01
15.34
5.71
Distributions
Net
investment
income
(0.79)
—
—
(0.07)
(0.57)
(0.32)
Net
realized
gain
(0.50)
(1.81)
(12.92)
(3.83)
(0.22)
(3.12)
Total
distributions
(1.29)
(1.81)
(12.92)
(3.90)
(0.79)
(3.44)
Redemption
fees
added
to
paid-in
capital
(1)(3)
—
—
—
—
—
—
(4)
NET
ASSET
VALUE
End
of
period
$
64.23
$
54.73
$
53.67
$
98.74
$
79.63
$
65.08
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
6
Months
.
Ended
4/30/24
..
Year
..
..
Ended
.
10/31/23
10/31/22
10/31/21
10/31/20
10/31/19
Ratios/Supplemental
Data
Total
return
(2)(5)
19.83%
5.14%
(37.03)%
29.50%
23.79%
10.07%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
1.25%
(6)
1.24%
1.23%
1.18%
1.19%
1.20%
Net
expenses
after
waivers/
payments
by
Price
Associates
1.25%
(6)
1.24%
1.23%
1.18%
1.19%
1.20%
Net
investment
income
(loss)
0.64%
(6)
0.86%
0.25%
(0.08)%
0.08%
0.87%
Portfolio
turnover
rate
14.9%
28.3%
24.6%
29.4%
26.8%
26.0%
Net
assets,
end
of
period
(in
millions)
$2,268
$2,408
$2,647
$5,979
$5,081
$4,673
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
The
fund
charged
redemption
fees
through
March
31,
2019.
(4)
Amounts
round
to
less
than
$0.01
per
share.
(5)
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.
(6)
Annualized
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
4/30/24
..
Year
..
..
Ended
.
10/31/23
10/31/22
10/31/21
10/31/20
10/31/19
NET
ASSET
VALUE
Beginning
of
period
$
54.96
$
53.82
$
99.01
$
79.82
$
65.17
$
62.92
Investment
activities
Net
investment
income
(1)(2)
0.27
0.60
0.38
0.06
0.14
0.63
Net
realized
and
unrealized
gain/
loss
10.62
2.35
(32.47)
23.12
15.32
5.15
Total
from
investment
activities
10.89
2.95
(32.09)
23.18
15.46
5.78
Distributions
Net
investment
income
(0.91)
—
—
(0.16)
(0.59)
(0.42)
Net
realized
gain
(0.50)
(1.81)
(13.10)
(3.83)
(0.22)
(3.12)
Total
distributions
(1.41)
(1.81)
(13.10)
(3.99)
(0.81)
(3.54)
Redemption
fees
added
to
paid-in
capital
(1)(3)
—
—
—
—
—
0.01
NET
ASSET
VALUE
End
of
period
$
64.44
$
54.96
$
53.82
$
99.01
$
79.82
$
65.17
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
6
Months
.
Ended
4/30/24
..
Year
..
..
Ended
.
10/31/23
10/31/22
10/31/21
10/31/20
10/31/19
Ratios/Supplemental
Data
Total
return
(2)(4)
19.95%
5.28%
(36.91)%
29.66%
23.95%
10.21%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
1.09%
(5)
1.09%
1.08%
1.05%
1.06%
1.07%
Net
expenses
after
waivers/
payments
by
Price
Associates
1.09%
(5)
1.09%
1.08%
1.05%
1.06%
1.07%
Net
investment
income
0.87%
(5)
1.01%
0.56%
0.06%
0.21%
1.02%
Portfolio
turnover
rate
14.9%
28.3%
24.6%
29.4%
26.8%
26.0%
Net
assets,
end
of
period
(in
millions)
$3,618
$3,095
$3,172
$4,661
$3,965
$3,519
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
The
fund
charged
redemption
fees
through
March
31,
2019.
(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
International
Discovery
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Z
Class
(1)
6
Months
.
Ended
4/30/24
..
Year
..
..
Ended
.
2/22/21
(1)
Through
10/31/21
10/31/23
10/31/22
NET
ASSET
VALUE
Beginning
of
period
$
55.84
$
54.08
$
99.53
$
97.41
Investment
activities
Net
investment
income
(2)(3)
0.61
1.25
1.08
1.04
Net
realized
and
unrealized
gain/loss
10.79
2.32
(32.43)
1.08
Total
from
investment
activities
11.40
3.57
(31.35)
2.12
Distributions
Net
investment
income
(1.50)
—
—
—
Net
realized
gain
(0.50)
(1.81)
(14.10)
—
Total
distributions
(2.00)
(1.81)
(14.10)
—
NET
ASSET
VALUE
End
of
period
$
65.24
$
55.84
$
54.08
$
99.53
Ratios/Supplemental
Data
Total
return
(3)(4)
20.61%
6.43%
(36.23)%
2.18%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
1.06%
(5)
1.07%
1.07%
1.05%
(5)
Net
expenses
after
waivers/payments
by
Price
Associates
0.00%
(5)
0.00%
0.00%
0.00%
(5)
Net
investment
income
1.94%
(5)
2.07%
1.58%
1.51%
(5)
Portfolio
turnover
rate
14.9%
28.3%
24.6%
29.4%
Net
assets,
end
of
period
(in
millions)
$134
$118
$122
$197
0%
0%
0%
0%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
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
International
Discovery
Fund
April
30,
2024
(Unaudited)
Shares
$
Value
(
Cost
and
value
in
$000s)
‡
ARGENTINA 1.7%
Common
Stocks 1.7%
Arcos
Dorados
Holdings,
Class
A
(USD)
1,619,056
17,454
MercadoLibre
(USD) (1)
58,400
85,188
Total
Argentina
(Cost
$21,970)
102,642
AUSTRALIA 1.4%
Common
Stocks 1.4%
ALS
1,405,845
11,754
Cochlear
87,249
18,201
oOh!media
15,111,508
16,338
Pilbara
Minerals
7,881,948
20,067
Reliance
Worldwide
4,543,063
14,912
Total
Australia
(Cost
$62,835)
81,272
AUSTRIA 2.1%
Common
Stocks 2.1%
BAWAG
Group
1,790,379
106,905
Schoeller-Bleckmann
Oilfield
Equipment
444,634
21,627
Total
Austria
(Cost
$106,615)
128,532
BRAZIL 1.5%
Common
Stocks 1.5%
CI&T,
Class
A
(USD) (1)
1,575,076
6,206
Intelbras
Industria
de
Telecomunicacao
Eletronica
Brasileira
3,810,312
16,290
Klabin
8,962,767
39,699
Lojas
Renner
4,590,216
13,534
TOTVS
2,830,200
15,087
Total
Brazil
(Cost
$99,155)
90,816
CANADA 8.8%
Common
Stocks 8.8%
Aritzia (1)
1,396,000
36,141
ATS (1)
629,815
20,720
Aya
Gold
&
Silver (1)
2,903,474
27,924
BRP
232,711
15,657
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
Definity
Financial
968,377
32,280
dentalcorp
Holdings (1)
2,189,507
9,972
Descartes
Systems
Group (1)
566,506
52,550
ERO
Copper (1)(2)
2,180,126
44,453
Exchange
Income (2)
658,728
22,193
Filo (1)
1,432,927
25,679
Jamieson
Wellness
983,410
18,680
Kinaxis (1)
169,169
18,014
Maple
Leaf
Foods (2)
1,062,742
18,813
NuVista
Energy (1)
2,533,914
22,898
Richelieu
Hardware (2)
689,330
19,453
Shopify,
Class
A (1)
490,775
34,456
SNC-Lavalin
Group (2)
1,030,312
39,561
Spin
Master
876,724
19,157
StorageVault
Canada
7,460,185
25,632
Wesdome
Gold
Mines (1)
3,605,144
26,973
Total
Canada
(Cost
$438,678)
531,206
CHINA 13.3%
Common
Stocks 6.6%
Atour
Lifestyle
Holdings,
ADR
(USD)
492,797
8,787
BOC
Aviation
(HKD)
1,760,500
14,003
Bosideng
International
Holdings
(HKD)
32,712,000
18,936
China
Resources
Gas
Group
(HKD)
9,278,400
29,162
China
Resources
Mixc
Lifestyle
Services
(HKD)
18,112,800
63,753
COSCO
SHIPPING
Energy
Transportation,
Class
H
(HKD)
6,318,000
7,409
Greentown
Service
Group
(HKD)
3,418,000
1,553
H
World
Group
(HKD)
9,139,000
34,003
Haier
Smart
Home,
Class
H
(HKD)
9,247,400
34,253
Kanzhun,
ADR
(USD)
5,186,066
102,632
Shandong
Weigao
Group
Medical
Polymer,
Class
H
(HKD)
27,888,400
18,912
Tsingtao
Brewery,
Class
H
(HKD)
4,466,000
32,184
Wasion
Holdings
(HKD)
8,658,000
7,070
Yangzijiang
Shipbuilding
Holdings
(SGD)
18,313,100
23,507
396,164
Common
Stocks
-
China
A
Shares 6.7%
China
Oilfield
Services,
A
Shares
(CNH)
12,001,320
29,569
CNOOC
Energy
Technology
&
Services,
A
Shares
(CNH)
40,078,024
22,479
Fuyao
Glass
Industry
Group,
A
Shares
(CNH)
5,386,838
37,033
Hongfa
Technology,
A
Shares
(CNH)
5,938,532
23,351
Huali
Industrial
Group,
A
Shares
(CNH)
2,312,130
21,394
Humanwell
Healthcare
Group,
A
Shares
(CNH)
4,735,500
13,203
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
Jason
Furniture
Hangzhou,
A
Shares
(CNH)
6,480,770
29,829
Moon
Environment
Technology,
A
Shares
(CNH)
7,667,400
12,012
Qingdao
Hiron
Commercial
Cold
Chain,
A
Shares
(CNH)
4,936,642
9,509
Shandong
Pharmaceutical
Glass,
A
Shares
(CNH)
5,794,914
22,537
Shenzhen
Megmeet
Electrical,
A
Shares
(CNH)
7,724,186
23,171
Suzhou
Hailu
Heavy
Industry,
A
Shares (1)(3)
15,771,740
12,171
Warom
Technology,
A
Shares (3)
6,643,342
19,937
WUS
Printed
Circuit
Kunshan,
A
Shares
(CNH)
3,399,110
15,457
Xuji
Electric,
A
Shares
(CNH)
6,565,100
23,936
Yantai
Jereh
Oilfield
Services
Group,
A
Shares
(CNH)
7,665,344
33,617
YTO
Express
Group,
A
Shares
(CNH)
6,609,134
14,456
Yunnan
Aluminium,
A
Shares
(CNH)
13,794,300
27,216
Zhejiang
Dingli
Machinery,
A
Shares
(CNH)
1,227,200
11,086
401,963
Total
China
(Cost
$835,969)
798,127
DENMARK 0.8%
Common
Stocks 0.8%
Royal
Unibrew
229,060
17,250
Zealand
Pharma (1)(2)
353,948
31,765
Total
Denmark
(Cost
$25,283)
49,015
EGYPT 0.0%
Common
Stocks 0.0%
Integrated
Diagnostics
Holdings
(USD) (1)
8,760,846
2,692
Total
Egypt
(Cost
$6,329)
2,692
FINLAND 0.4%
Common
Stocks 0.4%
Mandatum (1)
847,596
3,928
Valmet (2)
789,532
19,700
Total
Finland
(Cost
$24,070)
23,628
FRANCE 6.0%
Common
Stocks 6.0%
Beneteau
1,167,873
15,123
Coface
1,193,825
18,371
Edenred
438,121
20,790
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
Eramet
223,824
21,680
Esker (2)
115,483
21,462
Eurofins
Scientific
612,391
37,533
Lectra
620,840
21,151
Nexity (2)
2,105,160
23,612
Planisware (1)
1,411,332
30,854
Remy
Cointreau
156,199
14,818
SPIE
2,434,050
88,504
Tikehau
Capital (2)
987,973
23,119
Virbac
71,627
26,470
Total
France
(Cost
$296,264)
363,487
GERMANY 5.1%
Common
Stocks 5.1%
Adesso (2)
122,494
14,232
flatexDEGIRO (1)(2)
4,128,769
53,944
Hypoport (1)(2)
95,364
25,170
Knaus
Tabbert (2)
340,254
15,422
Nagarro (1)(2)
179,504
13,640
Redcare
Pharmacy (1)(2)
398,235
53,865
Schott
Pharma
1,107,843
46,623
Scout24
279,745
20,549
Siltronic
636,592
49,612
Zalando (1)
586,940
15,357
Total
Germany
(Cost
$277,447)
308,414
HONG
KONG 0.6%
Common
Stocks 0.6%
ASMPT
1,886,100
23,440
Impro
Precision
Industries
54,349,000
14,394
Total
Hong
Kong
(Cost
$40,584)
37,834
INDIA 5.3%
Common
Stocks 5.3%
Astral
1,276,940
32,347
Blue
Star
1,908,810
34,125
Computer
Age
Management
Services
109,619
4,200
CreditAccess
Grameen (1)
1,364,158
24,658
Dixon
Technologies
India
225,079
22,440
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
FSN
E-Commerce
Ventures (1)
4,346,199
9,175
Info
Edge
India
302,312
21,833
Metro
Brands
1,134,991
14,499
Page
Industries
50,172
20,895
Polycab
India
443,328
30,155
Sapphire
Foods
India (1)
885,726
15,063
TeamLease
Services (1)
466,973
18,466
Torrent
Pharmaceuticals
431,767
13,652
Vedant
Fashions
752,583
8,530
Zomato (1)
21,281,258
49,217
Total
India
(Cost
$179,383)
319,255
IRELAND 0.6%
Common
Stocks 0.6%
Cairn
Homes
(GBP)
21,050,108
35,550
Total
Ireland
(Cost
$24,965)
35,550
ITALY 4.7%
Common
Stocks 4.7%
Amplifon
2,495,177
83,305
Ariston
Holding (2)
2,752,962
14,169
BFF
Bank
2,709,229
34,767
Carel
Industries
1,487,379
30,109
Ermenegildo
Zegna
(USD)
3,064,085
37,688
FinecoBank
Banca
Fineco
2,207,033
33,811
GVS (1)
2,640,237
15,371
Interpump
Group
311,679
13,577
Technoprobe (1)
2,384,725
19,001
Total
Italy
(Cost
$185,678)
281,798
JAPAN 19.7%
Common
Stocks 19.7%
Aida
Engineering
1,466,800
8,303
Aiful
20,043,600
58,221
Daiei
Kankyo
1,671,200
27,930
Daiwabo
Holdings
1,211,600
21,046
Dexerials
320,800
12,016
Disco
35,900
10,226
eGuarantee
653,300
7,140
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
Eiken
Chemical
1,387,500
17,644
Electric
Power
Development
1,357,500
23,060
Fukuoka
Financial
Group
585,400
15,550
Fuso
Chemical
422,400
10,849
Hanwa
1,728,900
66,522
Hikari
Tsushin
214,800
34,910
Horiba
512,500
49,722
Idec
1,314,900
23,210
IHI
1,293,500
30,972
Konica
Minolta
4,553,400
15,141
METAWATER
1,750,700
21,778
Miura
1,288,700
20,275
Modec
889,800
17,555
Nakanishi
1,004,000
15,423
Nextage (2)
2,820,500
49,519
Nifco
403,200
9,747
Nippon
Ceramic
582,900
9,976
Nippon
Seiki
2,659,100
24,180
Nippon
Soda
1,363,100
50,003
Nipro
4,315,500
34,916
Niterra
1,241,100
40,705
Obara
Group (2)(4)
1,484,200
38,771
Persol
Holdings
13,090,500
18,108
Sakata
INX (4)
3,774,100
38,332
Sankyu
389,500
13,504
Sanwa
Holdings
591,300
9,656
Sega
Sammy
Holdings
1,428,600
18,699
Shimizu
2,129,600
13,192
Sumitomo
Seika
Chemicals
514,100
16,372
Taiheiyo
Cement
2,152,800
49,240
Taiyo
Yuden
475,900
11,147
Takashimaya
817,100
11,583
Takeuchi
Manufacturing
701,500
26,610
Tokai
Carbon
3,248,900
21,554
Tokyo
Century
1,676,800
16,690
Tokyo
Seimitsu
358,600
23,335
Tokyo
Tatemono
2,604,900
43,345
Toyo
Tire
2,677,500
50,656
TRYT (1)
2,929,800
11,426
Yellow
Hat
2,107,200
27,392
Total
Japan
(Cost
$1,012,584)
1,186,151
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
LITHUANIA 0.4%
Common
Stocks 0.4%
Baltic
Classifieds
Group
(GBP)
7,633,544
21,945
Total
Lithuania
(Cost
$17,400)
21,945
MAURITIUS 0.1%
Common
Stocks 0.1%
Alphamin
Resources
(CAD)
7,821,144
7,102
Total
Mauritius
(Cost
$5,599)
7,102
MEXICO 0.9%
Common
Stocks 0.9%
Corp.
Inmobiliaria
Vesta
6,858,210
24,289
Corp.
Inmobiliaria
Vesta,
ADR
(USD)
162,396
5,767
Grupo
Aeroportuario
del
Sureste,
ADR
(USD)
66,647
22,960
Total
Mexico
(Cost
$28,894)
53,016
NETHERLANDS 1.2%
Common
Stocks 1.2%
Aalberts
495,271
23,548
IMCD
306,292
46,212
Total
Netherlands
(Cost
$20,497)
69,760
NEW
ZEALAND 0.3%
Common
Stocks 0.3%
Fisher
&
Paykel
Healthcare
1,133,453
18,983
Total
New
Zealand
(Cost
$1,039)
18,983
NORWAY 1.6%
Common
Stocks 1.6%
Frontline
667,903
15,826
Subsea
7
2,076,340
33,404
TGS
4,426,678
49,934
Total
Norway
(Cost
$100,144)
99,164
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
SPAIN 2.8%
Common
Stocks 2.8%
Aedas
Homes
1,093,387
21,850
Amadeus
IT
Group
757,056
48,053
Fluidra
1,092,430
23,125
Laboratorios
Farmaceuticos
Rovi
826,661
74,188
Total
Spain
(Cost
$107,377)
167,216
SWEDEN 2.0%
Common
Stocks 2.0%
Beijer
Ref (2)
1,984,932
27,974
Nordnet (2)
1,606,246
28,557
Norva24
Group (1)
7,096,995
16,545
Olink
Holding,
ADR
(USD) (1)
706,031
16,260
Sweco,
Class
B (2)
1,125,850
12,060
Trelleborg,
Class
B
586,716
20,677
Troax
Group
65,041
1,309
Total
Sweden
(Cost
$103,421)
123,382
SWITZERLAND 2.2%
Common
Stocks 2.2%
ams-OSRAM (1)
6,825,951
8,198
DKSH
Holding
499,126
32,528
Montana
Aerospace (1)
2,591,388
50,081
Sensirion
Holding (1)(2)
140,325
9,213
SKAN
Group
117,997
10,542
Tecan
Group
59,870
21,121
Total
Switzerland
(Cost
$141,635)
131,683
UNITED
KINGDOM 13.0%
Common
Stocks 13.0%
Adriatic
Metals,
CDI
(AUD) (1)
10,860,639
31,742
Ascential (1)(2)(4)
31,555,376
122,692
Auction
Technology
Group (1)
3,232,243
20,000
Big
Yellow
Group
2,663,791
35,834
Bridgepoint
Group
7,566,341
21,414
Croda
International
950,605
54,447
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
Diploma
295,909
13,375
Genuit
Group
4,908,824
26,531
Genus
1,270,994
28,583
Helios
Towers (1)
17,043,645
20,810
Hiscox
2,143,254
32,869
Intermediate
Capital
Group
1,793,912
46,756
IQE (1)(2)(4)
65,420,057
23,325
Keywords
Studios
2,529,624
36,121
Oxford
Nanopore
Technologies (1)(2)
4,918,215
6,041
Persimmon
1,124,656
18,212
Renishaw
434,733
22,416
Rotork
11,842,766
47,607
Spirax-Sarco
Engineering
302,231
33,257
Syncona (1)
8,073,638
12,608
Victrex
1,860,185
29,357
Watches
of
Switzerland
Group (1)
3,533,480
14,821
Weir
Group
1,202,651
30,689
YouGov
4,603,573
50,028
Total
United
Kingdom
(Cost
$703,321)
779,535
UNITED
STATES 0.5%
Common
Stocks 0.5%
Kosmos
Energy (1)
5,233,175
29,672
Total
United
States
(Cost
$32,503)
29,672
VIETNAM 2.1%
Common
Stocks 2.1%
Asia
Commercial
Bank
26,654,705
30,084
FPT
9,480,286
49,276
Hoa
Phat
Group (1)
27,086,400
30,324
Military
Commercial
Joint
Stock
Bank
15,901,200
14,004
Total
Vietnam
(Cost
$101,037)
123,688
SHORT-TERM
INVESTMENTS 1.0%
Money
Market
Funds 1.0%
T.
Rowe
Price
Government
Reserve
Fund,
5.37% (4)(5)
59,015,400
59,015
Total
Short-Term
Investments
(Cost
$59,015)
59,015
T.
ROWE
PRICE
International
Discovery
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
SECURITIES
LENDING
COLLATERAL 4.2%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
JPMORGAN
CHASE
BANK 4.2%
Money
Market
Funds 4.2%
T.
Rowe
Price
Government
Reserve
Fund,
5.37% (4)(5)
255,237,732
255,238
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
JPMorgan
Chase
Bank
255,238
Total
Securities
Lending
Collateral
(Cost
$255,238)
255,238
Total
Investments
in
Securities
104.3%
of
Net
Assets
(Cost
$5,314,929)
$
6,279,818
‡
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
April
30,
2024.
(3)
See
Note
3.
China
A
shares
held
through
the
QFII
are
subject
to
certain
restrictions.
(4)
Affiliated
Companies
(5)
Seven-day
yield
ADR
American
Depositary
Receipts
AUD
Australian
Dollar
CAD
Canadian
Dollar
CDI
CHESS
or
CREST
Depositary
Interest
CNH
Offshore
China
Renminbi
GBP
British
Pound
HKD
Hong
Kong
Dollar
SGD
Singapore
Dollar
USD
U.S.
Dollar
T.
ROWE
PRICE
International
Discovery
Fund
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
six
months
ended
April
30,
2024.
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
Ascential
$
(4,067)
$
28,411
$
—
IQE
(5,315)
18,545
—
Nippon
Soda
825
616
936
Obara
Group
—
3,048
498
Sakata
INX
(270)
7,193
464
T.
Rowe
Price
Government
Reserve
Fund,
5.37%
—
—
2,028++
Affiliates
not
held
at
period
end
32,555
(14,562)
614
Totals
$
23,728#
$
43,251
$
4,540+
Supplementary
Investment
Schedule
Affiliate
Value
10/31/23
Purchase
Cost
Sales
Cost
Value
04/30/24
Ascential
$
111,644
$
—
$
17,363
$
122,692
IQE
12,059
—
7,279
23,325
Marcopolo
43,858
—
29,296
—
Nippon
Soda
53,725
—
4,338
*
Obara
Group
31,492
4,231
—
38,771
Sakata
INX
32,265
—
1,126
38,332
T.
Rowe
Price
Government
Reserve
Fund,
5.37%
130,552
¤
¤
314,253
Total
$
537,373^
#
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
$4,540
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
$538,226.
*
On
the
date
indicated,
issuer
was
held
but
not
considered
an
affiliated
company.
T.
ROWE
PRICE
International
Discovery
Fund
April
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$5,314,929)
$
6,279,818
Dividends
receivable
15,903
Foreign
currency
(cost
$8,350)
8,303
Receivable
for
investment
securities
sold
6,226
Receivable
for
shares
sold
3,793
Cash
1
Other
assets
7,557
Total
assets
6,321,601
Liabilities
Obligation
to
return
securities
lending
collateral
255,391
Payable
for
investment
securities
purchased
15,116
Payable
for
shares
redeemed
5,257
Investment
management
fees
payable
5,199
Due
to
affiliates
16
Payable
to
directors
2
Other
liabilities
21,040
Total
liabilities
302,021
Commitments
and
Contingent
Liabilities
(note
6
)
NET
ASSETS
$
6,019,580
T.
ROWE
PRICE
International
Discovery
Fund
April
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($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)
$
922,366
Paid-in
capital
applicable
to
93,504,307
shares
of
$0.01
par
value
capital
stock
outstanding;
18,000,000,000
shares
of
the
Corporation
authorized
5,097,214
NET
ASSETS
$
6,019,580
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$2,268,179;
Shares
outstanding:
35,311,989)
$
64.23
I
Class
(Net
assets:
$3,617,893;
Shares
outstanding:
56,145,778)
$
64.44
Z
Class
(Net
assets:
$133,508;
Shares
outstanding:
2,046,540)
$
65.24
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
6
Months
Ended
4/30/24
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$4,345)
$
58,002
Securities
lending
983
Other
2
Total
income
58,987
Expenses
Investment
management
31,680
Shareholder
servicing
Investor
Class
$
2,047
I
Class
181
2,228
Prospectus
and
shareholder
reports
Investor
Class
214
I
Class
222
436
Custody
and
accounting
497
Legal
and
audit
69
Proxy
and
annual
meeting
59
Registration
51
Directors
10
Miscellaneous
179
Waived
/
paid
by
Price
Associates
(716)
Total
expenses
34,493
Net
investment
income
24,494
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
4/30/24
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
(net
of
foreign
taxes
of
$2,294)
66,965
Foreign
currency
transactions
91
Net
realized
gain
67,056
Change
in
net
unrealized
gain
/
loss
Securities
(net
of
increase
in
deferred
foreign
taxes
of
$5,346)
1,006,501
Other
assets
and
liabilities
denominated
in
foreign
currencies
(269)
Change
in
net
unrealized
gain
/
loss
1,006,232
Net
realized
and
unrealized
gain
/
loss
1,073,288
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
1,097,782
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
6
Months
Ended
4/30/24
Year
Ended
10/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
24,494
$
61,812
Net
realized
gain
67,056
64,921
Change
in
net
unrealized
gain
/
loss
1,006,232
240,596
Increase
in
net
assets
from
operations
1,097,782
367,329
Distributions
to
shareholders
Net
earnings
Investor
Class
(55,858)
(86,849)
I
Class
(79,486)
(104,031)
Z
Class
(4,206)
(4,042)
Decrease
in
net
assets
from
distributions
(139,550)
(194,922)
Capital
share
transactions
*
Shares
sold
Investor
Class
137,932
242,609
I
Class
316,448
588,081
Z
Class
993
1,868
Distributions
reinvested
Investor
Class
53,983
84,420
I
Class
71,463
95,330
Z
Class
4,206
4,042
Shares
redeemed
Investor
Class
(730,924)
(640,871)
I
Class
(403,962)
(853,276)
Z
Class
(10,147)
(14,250)
Decrease
in
net
assets
from
capital
share
transactions
(560,008)
(492,047)
T.
ROWE
PRICE
International
Discovery
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
4/30/24
Year
Ended
10/31/23
Net
Assets
Increase
(decrease)
during
period
398,224
(319,640)
Beginning
of
period
5,621,356
5,940,996
End
of
period
$
6,019,580
$
5,621,356
*
Share
information
(000s)
Shares
sold
Investor
Class
2,251
4,076
I
Class
5,157
10,013
Z
Class
17
31
Distributions
reinvested
Investor
Class
882
1,451
I
Class
1,164
1,634
Z
Class
68
69
Shares
redeemed
Investor
Class
(11,821)
(10,834)
I
Class
(6,489)
(14,279)
Z
Class
(161)
(237)
Decrease
in
shares
outstanding
(8,932)
(8,076)
T.
ROWE
PRICE
International
Discovery
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
International
Funds,
Inc.
(the
corporation) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
The
International
Discovery
Fund
(the
fund)
is a
diversified, open-end
management
investment
company
established
by
the
corporation. The
fund
seeks
long-term
growth
of
capital
through
investments
primarily
in
the
common
stocks
of
rapidly
growing,
small-
to
medium-sized
companies
outside
the
U.S.
The
fund
has three classes
of
shares:
the
International
Discovery
Fund
(Investor
Class),
the
International
Discovery
Fund–I
Class
(I
Class)
and
the
International
Discovery
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.
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
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
T.
ROWE
PRICE
International
Discovery
Fund
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.
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.
T.
ROWE
PRICE
International
Discovery
Fund
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
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
T.
ROWE
PRICE
International
Discovery
Fund
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.
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
T.
ROWE
PRICE
International
Discovery
Fund
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
April
30,
2024
(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
$
332,614
$
5,632,951
$
—
$
5,965,565
Short-Term
Investments
59,015
—
—
59,015
Securities
Lending
Collateral
255,238
—
—
255,238
Total
$
646,867
$
5,632,951
$
—
$
6,279,818
T.
ROWE
PRICE
International
Discovery
Fund
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.
China
A
Shares
The
fund
invests
in
certain
Chinese
equity
securities
(A
shares)
that
have
limited
availability
to
investors
outside
of
China.
The
fund
gains
access
to
the
A
share
market
through
the
Shanghai-Hong
Kong
Stock
Connect
program
(Shanghai
Stock
Connect),
through
the
Shenzhen-Hong
Kong
Stock
Connect
program
(Shenzhen
Stock
Connect),
or
through
a
wholly
owned
subsidiary
of
Price
Associates,
which
serves
as
the
registered
Qualified
Foreign
Institutional
Investor
(QFII)
for
all
participating
T.
Rowe
Price-sponsored
products
(each
a
participating
account).
Related
to
A
shares
held
through
the
QFII,
investment
decisions
are
specific
to
each
participating
account,
and
each
account
bears
the
economic
consequences
of
its
holdings
and
transactions
in
A
shares.
Further,
the
fund’s
ability
to
repatriate
cash
associated
with
its
A
shares
held
through
the
QFII
is
subject
to
certain
restrictions
and
administrative
processes
involving
the
Chinese
government;
consequently,
the
fund
may
experience
substantial
delays
in
gaining
access
to
its
assets
or
incur
a
loss
of
value
in
the
event
of
noncompliance
with
governmental
requirements.
A
shares
acquired
through
the
QFII
are
valued
using
the
onshore
renminbi
exchange
rate
(CNY),
and
those
acquired
through
the
Shanghai
Stock
Connect
and
the
Shenzhen
Stock
Connect
are
valued
using
the
offshore
renminbi
exchange
rate
(CNH).
CNY
and
CNH
exchange
rates
may
differ;
accordingly,
A
shares
of
the
same
issue
purchased
through
different
channels
may
not
have
the
same
U.S.
dollar
value.
Generally,
the
fund
is
not
subject
to
capital
gains
tax
in
China
T.
ROWE
PRICE
International
Discovery
Fund
related
to
its
A
share
investments
through
the
QFII
(pursuant
to
a
temporary
exemption
from
tax
on
gains
derived
from
the
sale
or
disposition
of
equity
investments,
including
A
shares,
via
a
QFII).
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
April
30,
2024,
the
value
of
loaned
securities
was
$242,676,000;
the
value
of
cash
collateral
and
related
investments
was
$255,391,000.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $894,512,000 and
$1,485,136,000,
respectively,
for
the
six
months ended
April
30,
2024.
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.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
T.
ROWE
PRICE
International
Discovery
Fund
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
At
April
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$5,324,481,000.
Net
unrealized
gain
aggregated
$934,398,000
at
period-end,
of
which
$1,449,597,000
related
to
appreciated
investments
and
$515,199,000
related
to
depreciated
investments.
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
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
T.
ROWE
PRICE
International
Discovery
Fund
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
April
30,
2024,
the
effective
annual
group
fee
rate
was
0.29%.
Effective
November
1,
2023,
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
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
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
T.
ROWE
PRICE
International
Discovery
Fund
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
six
months ended April
30,
2024
as
indicated
in
the
table
below.
Including these
amounts,
expenses
previously
waived/paid
by
Price
Associates
in
the
amount
of $13,000 remain
subject
to
repayment
by
the
fund
at
April
30,
2024.
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
six
months
ended
April
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$54,000
for
Price
Associates;
$760,000
for
T.
Rowe
Price
Services,
Inc.;
and
$69,000
for
T.
Rowe
Price
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).
Investor
Class
I
Class
Z
Class
Expense
limitation/I
Class
Limit
1.39%
0.05%
0.00%
Expense
limitation
date
02/28/26
02/28/26
N/A
(Waived)/repaid
during
the
period
($000s)
$—
$(13)
$(703)
T.
ROWE
PRICE
International
Discovery
Fund
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
April
30,
2024, 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
six
months
ended
April
30,
2024,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
NOTE
7
-
BORROWING
To
provide
temporary
liquidity,
the
fund
may
borrow
from
other
T.
Rowe
Price-
sponsored
mutual
funds
under
an
interfund
borrowing
program
developed
and
managed
by
Price
Associates.
The
program
permits
the
borrowing
and
lending
of
cash
at
rates
beneficial
to
both
the
borrowing
and
lending
funds.
Pursuant
to
program
guidelines,
loans
totaling
10%
or
more
of
a
borrowing
fund’s
total
assets
require
collateralization
at
102%
of
the
value
of
the
loan;
loans
of
less
than
10%
are
unsecured.
During
the
six
months ended
April
30,
2024,
the
fund
incurred
$4,000
in
interest
expense
related
to
outstanding
borrowings
on
two
days
in
the
average
amount
of
$10,850,000
and
at
an
average
annual
rate
of
6.92%.
At
April
30,
2024,
there
were
no
borrowings
outstanding.
T.
ROWE
PRICE
International
Discovery
Fund
NOTE
8
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
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
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
International
Discovery
Fund
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.
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
.
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
International
Discovery
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENTS
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser),
as
well
as
the
investment
subadvisory
agreements
(Subadvisory
Contracts)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
International
Ltd,
T.
Rowe
Price
Hong
Kong
Limited,
and
T.
Rowe
Price
Japan,
Inc.
(Subadvisers)
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract
and
Subadvisory
Contracts.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadvisers
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contracts.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
Contracts
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contracts,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting,
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
and
Subadvisers
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
and
Subadvisers
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadvisers.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadvisers’
senior
management
teams
and
investment
personnel
T.
ROWE
PRICE
International
Discovery
Fund
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser
and
Subadvisers,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contracts.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2023,
which
ranked
the
returns
of
the
fund’s
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
the
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contracts.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates,
including
the
Subadvisers)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-dealers
that
execute
the
fund’s
portfolio
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENTS
(continued)
T.
ROWE
PRICE
International
Discovery
Fund
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
composed
of
two
components—a
group
fee
rate
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund)
that
declines
at
certain
asset
levels
and
an
individual
fund
fee
rate
based
on
the
fund’s
average
daily
net
assets—and
the
fund
pays
its
own
expenses
of
operations.
Under
each
Subadvisory
Contract,
the
Adviser
may
pay
each
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
The
group
fee
rate
decreases
as
total
T.
Rowe
Price
fund
assets
grow,
which
reduces
the
management
fee
rate
for
any
fund
that
has
a
group
fee
component
to
its
management
fee,
and
reflects
that
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds,
thus
allowing
shareholders
of
those
funds
to
share
potential
economies
of
scale.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
contractual
expense
limitations
that
require
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
a
share
class
of
the
fund
to
exceed
a
certain
percentage
based
on
the
class’s
net
assets.
The
expense
limitations
mitigate
the
potential
for
an
increase
in
operating
expenses
above
a
certain
level
that
could
impact
shareholders.
The
fund
also
offers
a
Z
Class,
which
serves
as
an
underlying
investment
within
certain
T.
Rowe
Price
fund
of
funds
arrangements.
The
Adviser
waives
its
advisory
fee
on
the
Z
Class
and
waives
or
bears
the
Z
Class’s
other
operating
expenses,
with
certain
exceptions.
The
Board
considered
whether
the
advisory
fee
and
operating
expense
waivers
on
the
Z
Class
may
present
a
means
for
cross-
subsidization
of
the
Z
Class
by
other
share
classes
of
the
fund.
In
that
regard,
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENTS
(continued)
T.
ROWE
PRICE
International
Discovery
Fund
the
Board
noted
that
the
Z
Class
operating
expenses
are
largely
covered
by
the
all-inclusive
fees
charged
by
the
investing
T.
Rowe
Price
fund
of
funds
and
that
any
Z
Class
operating
expenses
not
covered
by
the
investing
T.
Rowe
Price
fund
of
funds’
fees
are
paid
by
the
Adviser
and
not
by
shareholders
of
any
other
share
class
of
the
fund.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
and
Subadvisers’
ongoing
investments
in
their
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group)
and
(ii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or
reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
The
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
fifth
quintile
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
fifth
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
fourth
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENTS
(continued)
T.
ROWE
PRICE
International
Discovery
Fund
The
Adviser
provided
the
Board
with
additional
information
with
respect
to
the
fund’s
relative
management
fees
and
total
expenses
ranking
in
the
fourth
and
fifth
quintiles.
The
Board
reviewed
and
considered
the
information
provided
relating
to
the
fund,
including
other
funds
in
the
peer
group,
and
other
factors
that
the
Board
determined
to
be
relevant.
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’s
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
mutual
fund
business.
In
assessing
the
reasonableness
of
the
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
and
Subadvisory
Contracts
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contracts.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contracts
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENTS
(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.
F38-051
6/24
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
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 is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
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.
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 | | June 17, 2024 | | |
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 | | June 17, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | June 17, 2024 | | |
