PAGE 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or
Section 240.14a-12
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
_________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
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filing by registration statement number, or the form or schedule
and the date of its filing,
1) Amount previously paid:
_________________________________________________________
2) Form, schedule, or Registration Statement no.:
_________________________________________________________
3) Filing party:
_________________________________________________________
4) Date filed:
_________________________________________________________
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PRELIMINARY PROXY
T. ROWE PRICE
_________________________________________________________________
T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore,
MD 21202
James S. Riepe
Managing Director
Dear Shareholder:
All of the T. Rowe Price mutual funds will hold shareholder
meetings in 1994 to elect directors, ratify the selection of
independent accountants, and approve amendments to a number of
fundamental policies.
The T. Rowe Price funds are not required to hold annual
meetings each year if the only items of business are to elect
directors or ratify accountants. As a result, most of the funds
have not held annual meetings for a number of years. There are,
however, conditions under which the funds must solicit
shareholder approval of directors, and one is to comply with a
requirement that a minimum number have been elected by
shareholders, not appointed by the funds' boards. Since the last
annual meetings of the T. Rowe Price funds, several directors
have retired and new directors have been added. In addition, a
number of directors will be retiring in the near future.
Given this situation, we believed it appropriate to hold
annual meetings for all the T. Rowe Price funds in 1994. In
anticipation, we decided to review the investment policies of all
of the funds for consistency among funds and to make sure the
portfolio managers have the flexibility they need to manage your
money in today's fast changing financial markets. The changes
being recommended, which are explained in detail in the enclosed
proxy material, do not alter the funds' investment objectives or
basic investment programs.
In many cases the proposals are common to several funds, so
we have combined certain proxy statements to save on fund
expenses. For those of you who own more than one of these funds,
the combined proxy will also save you the time of reading more
than one document before you vote and mail your ballots. The
proposals which are specific to an individual fund are easily
PAGE 4
identifiable on the Notice and in the proxy statement discussion.
If you own more than one fund, please note that each fund has a
separate card. You should vote and sign each one, then return
all of them to us in the enclosed postage-paid envelope.
Your early response will be appreciated and could save your
fund the substantial costs associated with a follow-up mailing.
We know we are asking you to read a rather formidable proxy
statement, but this approach represents the most efficient one
for your fund as well as for the other funds. Thank you for your
cooperation. If you have any questions, please call us at 1-800-
225-5132.
Sincerely,
James S. Riepe
Director, Mutual Funds Division
CUSIP#77956H401/FUND#079
CUSIP#77956H609/FUND#051
CUSIP#77956H104/FUND#076
CUSIP#77956H302/FUND#038
CUSIP#77956H203/FUND#037
CUSIP#77956H708/FUND#062
CUSIP#77956H880/FUND#097
CUSIP#77956H500/FUND#039
CUSIP#77956H807/FUND#063
PAGE 5
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
European Stock Fund
Global Government Bond Fund
International Bond Fund
International Discovery Fund
International Stock Fund
Japan Fund
Latin America Fund
New Asia Fund
Short-Term Global Income Fund
Notice of Meeting of Shareholders
April 20, 1994
The Annual Meeting of Shareholders of the Funds, set forth
above (each a "Fund" and collectively the "Funds"), respectively,
will be held jointly on Wednesday, April 20, 1994, at 11:00
o'clock a.m., Eastern time, at the offices of the Funds, 100 East
Pratt Street, Baltimore, Maryland 21202. The Funds are
individual portfolios of T. Rowe Price International Funds, Inc.
(the "Corporation"), a Maryland corporation. The following
matters will be acted upon at that time:
1. For the shareholders of all Funds: To elect six (6)
directors to serve until the next annual meeting, if
any, or until their successors shall have been duly
elected and qualified;
2. For the shareholders of all Funds, except Latin America
Fund:
A. To amend each Fund's fundamental policies to
increase its ability to engage in borrowing
transactions;
B. To amend each Fund's fundamental policies on
investing in commodities and futures contracts to
permit greater flexibility in futures trading;
C. To amend each Fund's fundamental policies on
industry concentration;
D. To amend each Fund's fundamental policies to
increase its ability to engage in lending
transactions;
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E. To amend each Fund's fundamental policies on the
issuance of senior securities;
F. To change from a fundamental to an operating policy
each Fund's policy on purchasing securities on
margin;
G. To change from a fundamental to an operating policy
each Fund's policy on pledging assets;
H. To change from a fundamental to an operating policy
each Fund's policy on short sales;
3. For the shareholders of all Funds except International
Discovery and New Asia Funds: To amend the Articles of
Incorporation to delete the requirement that stock
certificates be issued to shareholders;
4. For the shareholders of International Stock Fund only:
To amend the Fund's investment objective clarifying its
objective of seeking long-term growth of capital and
secondarily income;
5. For the shareholders of all Funds: To ratify or reject
the selection of the firms of Coopers & Lybrand as the
independent accountants for the Global Government Bond,
New Asia and Short-Term Global Income Funds and Price
Waterhouse as the independent accountants for the
European Stock, International Bond, International
Discovery, International Stock, Japan and Latin America
Funds for the fiscal year 1994; and
5. To transact such other business as may properly come
before the meeting and any adjournments thereof.
LENORA V. HORNUNG
Secretary
March 2, 1994
100 East Pratt Street
Baltimore, Maryland 21202
_________________________________________________________________
YOUR VOTE IS IMPORTANT
Shareholders are urged to designate their choices on each of the
matters to be acted upon and to date, sign, and return the
enclosed proxy in the envelope provided, which requires no
postage if mailed in the United States. Your prompt return of
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the proxy will help assure a quorum at the meeting and avoid the
additional Fund expense of further solicitation.
_________________________________________________________________
CUSIP#77956H401/FUND#079
CUSIP#77956H609/FUND#051
CUSIP#77956H104/FUND#076
CUSIP#77956H302/FUND#038
CUSIP#77956H203/FUND#037
CUSIP#77956H708/FUND#062
CUSIP#77956H880/FUND#097
CUSIP#77956H500/FUND#039
CUSIP#77956H807/FUND#063
PAGE 8
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
European Stock Fund
Global Government Bond Fund
International Bond Fund
International Discovery Fund
International Stock Fund
Japan Fund
Latin America Fund
New Asia Fund
Short-Term Global Income Fund
Meeting of Shareholders--April 20, 1994
PROXY STATEMENT
This statement is furnished in connection with the
solicitation of proxies by the Funds, set forth above (each a
"Fund" and collectively the "Funds"), respectively, for use at
the joint Annual Meeting of Shareholders of the Funds to be held
on April 20, 1994, and at any adjournments thereof. The Funds
are individual portfolios of T. Rowe Price International Funds,
Inc. (the "Corporation"), a Maryland corporation.
Shareholders may only vote on matters which concern the
Fund or Funds in which they hold shares. Shareholders are
entitled to one vote for each full share, and a proportionate
vote for each fractional share, of the Fund held as of the record
date. Under Maryland law, shares owned by two or more persons
(whether as joint tenants, co-fiduciaries, or otherwise) will be
voted as follows, unless a written instrument or court order
providing to the contrary has been filed with the Fund: (1) if
only one votes, that vote will bind all; (2) if more than one
votes, the vote of the majority will bind all; and (3) if more
than one votes and the vote is evenly divided, the vote will be
cast proportionately.
In order to hold the meeting, a majority of each Fund's
shares entitled to be voted must have been received by proxy or
be present at the meeting. In the event that a quorum is present
but sufficient votes in favor of one or more of the Proposals are
not received by the time scheduled for the meeting, the persons
named as proxies may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of
the shares present in person or by proxy at the session of the
meeting adjourned. The persons named as proxies will vote in
PAGE 9
favor of such adjournment if they determine that such adjournment
and additional solicitation is reasonable and in the interests of
each Fund's shareholders.
The individuals named as proxies (or their substitutes) in
the enclosed proxy card (or cards if you own shares of more than
one Fund or have multiple accounts) will vote in accordance with
your directions as indicated thereon if your proxy is received
properly executed. You may direct the proxy holders to vote your
shares on a Proposal by checking the appropriate box "For" or
"Against," or instruct them not to vote those shares on the
Proposal by checking the "Abstain" box. Alternatively, you may
simply sign, date and return your proxy card(s) with no specific
instructions as to the Proposals. If you properly execute your
proxy card and give no voting instructions with respect to a
Proposal, your shares will be voted for the Proposal. Any proxy
may be revoked at any time prior to its exercise by filing with
the Fund a written notice of revocation, by delivering a duly
executed proxy bearing a later date, or by attending the meeting
and voting in person.
Abstentions and "broker non-votes" (as defined below) are
counted for purposes of determining whether a quorum is present,
but do not represent votes cast with respect to any Proposal.
"Broker non-votes" are shares held by a broker or nominee for
which an executed proxy is received by the Fund, but are not
voted as to one or more Proposals because instructions have not
been received from the beneficial owners or persons entitled to
vote and the broker or nominee does not have discretionary voting
power.
VOTE REQUIRED: FOR PROPOSAL 1, ELECTION OF DIRECTORS, ALL
FUNDS VOTE TOGETHER AND A PLURALITY OF THE COMBINED VOTES CAST AT
THE MEETING BY THE SHAREHOLDERS OF ALL FUNDS IS SUFFICIENT TO
APPROVE PROPOSAL 1. FOR PROPOSAL 3, STOCK CERTIFICATES, EACH OF
EUROPEAN STOCK, GLOBAL GOVERNMENT BOND, INTERNATIONAL BOND,
INTERNATIONAL STOCK, JAPAN, LATIN AMERICA, AND SHORT-TERM GLOBAL
INCOME FUNDS VOTES SEPARATELY, AND THE PROPOSAL FOR EACH SUCH
FUND REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY
OF EACH FUND'S OUTSTANDING SHARES. FOR PROPOSAL 5, RATIFICATION
OF AUDITORS, EACH FUNDS VOTES SEPARATELY AND FOR EACH FUND A
MAJORITY OF THE SHARES PRESENT IN PERSON OR BY PROXY AT THE
MEETING IS SUFFICIENT TO APPROVE PROPOSAL 5. FOR ALL OF THE
REMAINING PROPOSALS, THE FUNDS VOTE SEPARATELY AND APPROVAL OF
EACH PROPOSAL FOR EACH FUND REQUIRES THE AFFIRMATIVE VOTE OF THE
HOLDERS OF THE LESSER OF (A) 67% OF THE SHARES PRESENT AT THE
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MEETING IN PERSON OR BY PROXY, OR (B) A MAJORITY OF EACH FUND'S
OUTSTANDING SHARES.
If the proposed amendments to the Articles of Incorporation
and fundamental investment policies are approved, they will
become effective on or about May 1, 1994. If any of the proposed
amendments to the Articles of Incorporation or fundamental
investment policies are not approved, they will remain unchanged.
Each Fund will pay a portion of the costs of the meeting,
including the solicitation of proxies, allocated on the basis of
the number of shareholder accounts of each Fund. Persons holding
shares as nominees will be reimbursed, upon request, for their
reasonable expenses in sending solicitation materials to the
principals of the accounts. In addition to the solicitation of
proxies by mail, directors, officers, and/or employees of each
Fund or of its investment manager, Rowe Price-Fleming
International, Inc. ("Price-Fleming"), may solicit proxies in
person or by telephone.
The approximate date on which this Proxy Statement and form
of proxy is first being mailed to shareholders of each Fund is
March 2, 1994.
1. ELECTION OF DIRECTORS
The following table sets forth information concerning each
of the nominees for director. Each nominee has agreed to hold
office until the next annual meeting (if any) or his successor is
duly elected and qualified. With the exception of Mr. Deering,
each of the nominees is a member of the present Board of
Directors of the Corporation and has served in that capacity
since originally elected. Mr. Deering was elected a director of
the Corporation by the Board of Directors effective July 17,
1991. A shareholder using the enclosed proxy form can vote for
all or any of the nominees of the Corporation's Board of
Directors or withhold his or her vote from all or any of such
nominees. If the proxy card is properly executed but unmarked,
it will be voted for all of the nominees. Should any nominee
become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in
favor of such other person or persons as the Board of Directors
may recommend. There are no family relationships among these
nominees.
PAGE 11
_________________________________________________________________
Fund All Other
Shares Price
Beneficially Funds'
Year Owned, Shares
of Directly Beneficially
Original or Owned
Name, Address Election Indirectly, Directly
and Date of Birth Principal as as of as of
of Nominee Occupations(1) Director 1/31/94(2) 1/31/94
_________________________________________________________________
Leo C. Bailey Retired; Director 1979
3396 S. Placita of the following T. Rowe
Fabula Price Funds: Institutional
Green Valley, AZ International (since inception),
85614 Growth Stock, New Era,
3/3/24 Science & Technology, Index
Trust (since inception), Balanced
(since inception), Mid-Cap
Growth (since inception), OTC
(since inception), Dividend
Growth (since inception), and
Blue Chip Growth (since inception)
Anthony W. Executive Vice 1991
Deering President and Chief
10275 Little Financial Officer, The Rouse Company,
Patuxent Parkway real estate developers, Columbia,
Columbia, MD Maryland; Advisory Director,
21044 Kleinwort, Benson (North
1/28/45 America) Corporation, a
registered broker-dealer,
and a Director/Trustee of
Institutional International Funds,
Inc. (since inception), and the 16
T. Rowe Price Income Funds/Trusts
Donald W. Dick, Partner, Overseas 1988
Jr. Partners, Inc., a
375 Park Avenue financial investment firm;
Avenue formerly (6/65-3/89)
Suite 3505 Director and Vice President-
New York, NY Consumer Products Division,
10152 McCormick & Company,
1/27/43 Inc., international food
processors; Director/
Trustee, Waverly Press,
PAGE 12
_________________________________________________________________
Fund All Other
Shares Price
Beneficially Funds'
Year Owned, Shares
of Directly Beneficially
Original or Owned
Name, Address Election Indirectly, Directly
and Date of Birth Principal as as of as of
of Nominee Occupations(1) Director 1/31/94(2) 1/31/94
_________________________________________________________________
Inc. and the following T. Rowe
Price Funds/Trusts: Institutional
International (since inception),
Growth Stock, Growth & Income,
New America Growth, Capital
Appreciation, Balanced (since
inception), Mid-Cap Growth
(since inception), OTC (since
inception), Dividend Growth
(since inception), and
Blue Chip Growth (since inception)
Addison Lanier Financial 1979
441 Vine Street, management; President
#2310 and Director, Thomas
Cincinnati, OH Emery's Sons, Inc. and
45202-2913 Emery Group, Inc.; Director/
1/12/24 Trustee, Scinet Development
and Holdings, Inc. and the
following T. Rowe Price Funds/
Trusts: Institutional International
(since inception), New America Growth,
Equity Income, Small-Cap Value,
Balanced (since inception), Mid-Cap
Growth (since inception), OTC (since
inception), Dividend Growth
(since inception), and Blue Chip
Growth (since inception)
*M. David Testa Chairman of the 1979
100 East Pratt Board and member of
Street Executive Committee of
Baltimore, MD the Fund; Managing
21202 Director, T. Rowe Price
4/22/44 Associates, Inc.;
Chairman of the Board, Rowe
PAGE 13
_________________________________________________________________
Fund All Other
Shares Price
Beneficially Funds'
Year Owned, Shares
of Directly Beneficially
Original or Owned
Name, Address Election Indirectly, Directly
and Date of Birth Principal as as of as of
of Nominee Occupations(1) Director 1/31/94(2) 1/31/94
_________________________________________________________________
Price-Fleming International, Inc.
and the following T. Rowe
Price Funds: Institutional
International (since inception),
and Growth Stock; Vice President
and Director, T. Rowe Price Trust
Company, and T. Rowe Price Balanced
Fund, Inc. (since inception);
Director of the following T. Rowe
Funds: Dividend Growth (since inception)
and Blue Chip Growth (since inception);
Vice President, T. Rowe Price Spectrum
Fund, Inc. (since inception)
*Martin G. Wade President and 1982
25 Copthall member of Executive
Avenue Committee of the Fund;
London, EC2R 7DR President, Rowe Price-Fleming
England International, Inc.; Director,
2/16/43 Robert Fleming Holdings
Limited; President and Director,
Institutional International Funds,
Inc. (since inception)
* Nominees considered "interested persons" of Price-Fleming.
(1) Except as otherwise noted, each individual has held the
office indicated, or other offices in the same company, for
the last five years.
(2) In addition to the shares owned beneficially and of record
by each of the nominees, the amounts shown reflect the
aggregate proportionate interests of Mr. Testa in _________
shares of Funds, which are owned by a wholly-owned
subsidiary of T. Rowe Price Associates, Inc. ("T. Rowe
Price"), and his interest in _________ shares owned by the
T. Rowe Price Associates, Inc. Profit Sharing Trust.
PAGE 14
The directors of the Corporation who are officers or
employees of the Funds' investment manager receive no
remuneration from the Corporation. For the year 1993, each of
the other directors, Messrs. Bailey, Deering, Dick, and Lanier,
were each paid a directors' fee aggregating $_______, including
expenses. The fee paid to each such director is calculated in
accordance with the following fee schedule: a fee of $25,000 per
year as the initial fee for the first Price Fund/Trust on which a
director serves; a fee of $5,000 for each of the second, third,
and fourth Price Funds/Trusts on which a director serves; a fee
of $2,500 for each of the fifth and sixth Price Funds/Trusts on
which a director serves; and a fee of $1,000 for each of the
seventh and any additional Price Funds/Trusts on which a director
serves. Those nominees indicated by an asterisk (*) are persons
who, for purposes of Section 2(a)(19) of the Investment Company
Act of 1940 are considered "interested persons" of Price-Fleming.
Each such nominee is deemed to be an "interested person" by
virtue of his officership, directorship, and/or employment with
T. Rowe Price. Messrs. Bailey, Deering, Dick, and Lanier are the
independent directors of the Corporation.
The Price Funds have established a Joint Audit Committee,
which is comprised of at least one independent director
representing each of the Funds. Messrs. Bailey, Deering and
Dick, directors of the Corporation, are members of the Committee.
The other member is Hubert D. Vos. These directors also receive
a fee of $500 for each Committee meeting attended. The Audit
Committee holds two regular meetings during each fiscal year, at
which time it meets with the independent accountants of the Price
Funds to review: (1) the services provided; (2) the findings of
the most recent audit; (3) management's response to the findings
of the most recent audit; (4) the scope of the audit to be
performed; (5) the accountants' fees; and (6) any accounting
questions relating to particular areas of the Price Funds'
operations or the operations of parties dealing with the Price
Funds, as circumstances indicate.
The Board of Directors of the Corporation has an Executive
Committee which is authorized to assume all the powers of the
Board to manage the Corporation, with respect to each Fund, in
the intervals between meetings of the Board, except the powers
prohibited by statute from being delegated.
The Board of Directors of the Corporation has a Nominating
Committee, which is comprised of all the Price Funds' independent
directors. The Nominating Committee, which functions only in an
PAGE 15
advisory capacity, is responsible for reviewing and recommending
to the full Board candidates for election as independent
directors to fill vacancies on the Board of Directors. The
Nominating Committee will consider written recommendations from
shareholders for possible nominees. Shareholders should submit
their recommendations to the Secretary of the Corporation.
Members of the Nominating Committee met informally during the
last full fiscal year, but the Committee as such held no formal
meetings.
The Board of Directors held eight meetings during the last
full fiscal year. With the exception of Mr. Wade, each director
standing for election or reelection attended 75% or more of the
aggregate of (i) the total number of meetings of the Board of
Directors (held during the period for which he was a director)
and (ii) the total number of meetings held by all committees of
the Board on which he served.
2. APPROVAL OR DISAPPROVAL OF CHANGES TO THE FUNDS' FUNDAMENTAL
INVESTMENT POLICIES
The Investment Company Act of 1940 (the "1940 Act") requires
investment companies such as the Funds to adopt certain specific
investment policies that can be changed only by shareholder vote.
An investment company may also elect to designate other policies
that may be changed only by shareholder vote. Both types of
policies are often referred to as "fundamental policies."
Certain of the Funds' fundamental policies have been adopted in
the past to reflect regulatory, business or industry conditions
that are no longer in effect. Accordingly, each Fund's Board of
Directors has approved, and has authorized the submission to each
Fund's shareholders for their approval, the amendment and/or
reclassification of certain of the fundamental policies
applicable to each Fund.
The proposed amendments would (i) simplify and modernize the
limitations that are required to be fundamental by the 1940 Act
and (ii) eliminate as fundamental any limitations that are not
required to be fundamental by that Act. By reducing to a minimum
those limitations that can be changed only by shareholder vote,
the Funds would be able to minimize the costs and delay
associated with holding frequent annual shareholders' meetings.
The Directors also believe that T. Rowe Price's ability to manage
the Funds' assets in a changing investment environment will be
enhanced and that investment management opportunities will be
increased by these changes.
PAGE 16
In the following discussion "the Fund" is intended to refer
to each Fund.
ALL FUNDS
A. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
TO INCREASE ITS ABILITY TO ENGAGE IN BORROWING TRANSACTIONS
The Board of Directors has proposed an amendment to the
Fund's fundamental policy which would permit the Fund greater
flexibility to engage in borrowing transactions. The current
restriction is not required by applicable law. The new
restriction would (1) allow the Fund to borrow larger amounts of
money; (2) borrow from persons other than banks or other Price
Funds to the extent permitted by applicable law; and (3) clarify
that the Fund's restriction on borrowing does not prohibit the
Fund from entering into reverse repurchase agreements and other
proper investments and transactions. The new restriction would
also conform the Fund's policy on borrowing to one which is
expected to become standard for all T. Rowe Price mutual funds.
The Board believes that standardized policies will assist the
Fund and Price-Fleming in monitoring compliance with the various
investment restrictions to which the T. Rowe Price mutual funds
are subject. The Board has directed that such amendment be
submitted to shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of
borrowing is as follows:
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Borrow money, except each Fund may borrow from banks or
other Price Funds as a temporary measure for extraordinary
or emergency purposes, and then only in amounts not
exceeding 30% of its total assets valued at market. Each
Fund will not borrow in order to increase income
(leveraging), but only to facilitate redemption requests
which might otherwise require untimely disposition of
portfolio securities (see page ___ of prospectus). Interest
paid on any such borrowings will reduce net investment
income. Each Fund may enter into futures contracts as set
forth in [its fundamental policy on futures];"
PAGE 17
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Borrow money, except each Fund may borrow from banks or
other Price Funds as a temporary measure for extraordinary
or emergency purposes, and then only in amounts not
exceeding 30% of its total assets valued at market. Each
Fund will not borrow in order to increase income
(leveraging), but only to facilitate redemption requests
which might otherwise require untimely disposition of
portfolio securities (see page ___ of prospectus). Interest
paid on any such borrowings will reduce net investment
income. Each Fund may enter into futures contracts as set
forth in [its fundamental policy on futures];"
As amended, the Fund's fundamental policy on borrowing would
be as follows:
"[As a matter of fundamental policy, the Fund may not:]
Borrow money except that the Fund may (i) borrow for non-
leveraging, temporary or emergency purposes and (ii) engage
in reverse repurchase agreements and make other investments
or engage in other transactions, which may involve a
borrowing, in a manner consistent with the Fund's investment
objective and program, provided that the combination of (i)
and (ii) shall not exceed 33 1/3% of the value of the Fund's
total assets (including the amount borrowed) less
liabilities (other than borrowings) or such other percentage
permitted by law. Any borrowings which come to exceed this
amount will be reduced in accordance with applicable law.
The Fund may borrow from banks, other Price Funds or other
persons to the extent permitted by applicable law."
If approved, the primary effect of the proposals would be to
allow the Fund to: (1) borrow up to 33 1/3% (or such higher
amount permitted by law) of its total assets (including the
amount borrowed) less liabilities (other than borrowings) as
opposed to the current limitation of 30%; (2) borrow from persons
other than banks and other mutual funds advised by Price-Fleming
or T. Rowe Price Associates, Inc. ("Price Funds"); and (3) enter
into reverse repurchase agreements and other investments
consistent with the Fund's investment objective and program.
PAGE 18
33 1/3% Limitation
The increase in the amount of money which the Fund could
borrow is designed to allow the Fund greater flexibility to meet
shareholder redemption requests should the need arise. As is the
case under its current policy, the Fund would not borrow to
increase income through leveraging. It is possible the Fund's
ability to borrow a larger percentage of its assets could
adversely affect the Fund if the Fund were unable to liquidate
sufficient securities, or the Fund were forced to liquidate
securities at unfavorable prices, to pay back the borrowed sums.
However, the Directors believe the risks of such possibilities
are outweighed by the greater flexibility the Fund would have in
borrowing. The increased ability to borrow should permit the
Fund, if it were faced with substantial shareholder redemptions,
to avoid liquidating securities at unfavorable prices or times to
a greater degree than would be the case under the current policy.
Reverse Repurchase Agreements
To facilitate portfolio liquidity, it is possible the Fund
could enter into reverse repurchase agreements. Reverse
repurchase agreements are ordinary repurchase agreements in which
a fund is a seller of, rather than the investor in, securities,
and agrees to repurchase them at an agreed upon time and price.
Reverse repurchase agreements can avoid certain market risks and
transaction costs associated with an outright sale and
repurchase. Reverse repurchase agreements, however, may be
viewed as borrowings. To the extent they are, the proposed
amendment would clarify that the Fund's restrictions on borrowing
would not prohibit the Fund from entering into a reverse
repurchase agreement.
Other Changes
The other proposed changes in the Fund's fundamental policy
- - to allow the Fund to borrow from persons other than banks and
other Price Funds to the extent consistent with applicable law -
and to engage in transactions other than reverse repurchase
agreements which may involve a borrowing - are simply designed
to permit the Fund the greatest degree of flexibility permitted
by law in pursuing its investment program. All activities of the
Fund are, of course, subject to the 1940 Act and the rules and
regulations thereunder as well as various state securities laws.
The Board of Directors recommends that shareholders vote FOR
the proposal.
PAGE 19
B. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL POLICIES ON
INVESTING IN COMMODITIES AND FUTURES CONTRACTS TO PROVIDE
GREATER FLEXIBILITY IN FUTURES TRADING
The Board of Directors has proposed amendments to the Fund's
Fundamental Investment Policies on commodities and futures. The
principal purpose of the proposals is to conform the Fund's
policies on commodities and futures with policies which are
expected to become standard for all T. Rowe Price mutual funds.
The Board has directed that such amendments be submitted to
shareholders for approval or disapproval.
The Fund's current fundamental policies in the area of
investing in commodities and futures are as follows:
Commodities
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase or sell commodities or commodity contracts; except
that each Fund may (i) enter into futures contracts and
options on futures contracts, subject to [its fundamental
policy on futures]; (ii) enter into forward foreign currency
exchange contracts (although the Funds do not consider such
contracts to be commodities); and (iii) invest in
instruments which have the characteristics of both futures
contracts and securities;"
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase or sell commodities or commodity contracts; except
that each Fund may (i) enter into futures contracts and
options on futures contracts, subject to [its fundamental
policy on futures]; (ii) enter into forward foreign currency
exchange contracts (although the Funds do not consider such
contracts to be commodities); and (iii) invest in
instruments which have the characteristics of both futures
contracts and securities;"
PAGE 20
Futures Contracts
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Enter into a futures contract or an option thereon, although
each Fund may enter into financial and currency futures
contracts or options on financial and currency futures
contracts;"
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Enter into a futures contract or an option thereon, although
each Fund may enter into financial and currency futures
contracts or options on financial and currency futures
contracts;"
As amended, the Fund's fundamental policies on investing in
futures and commodities would be combined and would be as
follows:
"[As a matter of fundamental policy, the Fund may not:]
Purchase or sell physical commodities; except that it may
enter into futures contracts and options thereon;"
In addition, the Board of Directors intends to adopt the
following operating policy, which may be changed by the Board of
Directors without further shareholder approval.
"[As a matter of operating policy, the Fund will not:]
Purchase a futures contract or an option thereon if, with
respect to positions in futures or options on futures which
do not represent bona fide hedging, the aggregate initial
margin and premiums on such positions would exceed 5% of the
Fund's net asset value (the "New Operating Policy")."
If adopted, the primary effect of the amendment would be to
remove the restriction in the current policies the Fund may only
enter into financial and currency futures. Although not
specifically described in the amended fundamental restriction,
the Fund would continue to have the ability to enter into forward
foreign currency contracts and to invest in instruments which
have the characteristics of futures and securities.
PAGE 21
The Fund has no current intention of investing in non-
financial types of futures. However, the new policy, if adopted,
would allow it to do so. The risks of any such futures activity
could differ from the risks of the Fund's currently permitted
futures activity. As noted, the principal purpose of seeking the
proposed change in the Fund's fundamental policies is to conform
such policies to ones which are expected to become standard for
all T. Rowe Price Funds. The Board of Directors believes that
standardized policies will assist the Fund and Price-Fleming in
monitoring compliance with the various investment restrictions to
which the T. Rowe Price Funds are subject.
The Board of Directors recommends that shareholders vote FOR
the proposal.
C. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL POLICY ON INDUSTRY
CONCENTRATION
International Stock, International Discovery, and European
Stock Funds Only
The Board of Directors has proposed an amendment to the
Fundamental policy of the Fund on industry concentration. The
amendment would not result in a change in the way in which the
Fund invests its assets. If the amendment is adopted, under the
new fundamental policy, it would be prohibited from investing
more than 25% of its total assets in the securities of any single
foreign government. The Fund currently has an operating policy
prohibiting such investments. The Board has directed that such
amendment be submitted to shareholders for approval or
disapproval.
The Fund's current fundamental policy in the area of
industry concentration is as follows:
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer, if, as a result, more
than 25% of the value of a Fund's total assets would be
invested in the securities of issuers having their principal
business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or
any foreign government, their agencies or instrumentalities.
The Fund, as a matter of operating policy, will not invest
more than 25% of its total assets in securities issued by
any one foreign government;"
PAGE 22
As amended the Fund's fundamental policy on industry
concentration would be as follows:
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer if, as a result, more
than 25% of the value of the Fund's total assets would be
invested in the securities of issuers having their principal
business activities in the same industry;"
The amended policy does not include any reference to
obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities as an exception to the general
prohibition against industry concentration. This is because the
SEC has determined that the U.S. government is not an industry.
Therefore, there is no need to make specific reference to this
position in the policy. By contrast, the SEC considers foreign
governments to be securities for purposes of industry
concentration restrictions. As a result, the Fund would continue
to be prohibited from investing more than 25% of the value of its
total assets in the securities of foreign governments, unless the
SEC were to determine foreign governments were not an industry
for purposes of this concentration restriction.
The Board of Directors recommends that shareholders vote FOR
the proposal.
Japan, New Asia, Global Government and Short-Term Global
Income Funds Only
The Board of Directors has proposed an amendment to the
Fundamental policy of the Fund on industry concentration. The
purpose of the amendment is to conform the Fund's policy on
concentration to one which is expected to become standard for
most T. Rowe Price funds. The amendment would not result in a
change in the way in which the Fund invests its assets. The
Board has directed that such amendment be submitted to
shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of
industry concentration is as follows:
Japan and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer, if, as a result, more
than 25% of the value of a Fund's total assets would be
PAGE 23
invested in the securities of issuers having their principal
business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or
any foreign government, their agencies or instrumentalities.
The Fund, as a matter of fundamental policy, will not invest
more than 25% of its total assets in securities issued by
any one foreign government;"
Global Government Bond and Short-Term Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer, if, as a result, more
than 25% of the value of a Fund's total assets would be
invested in the securities of issuers having their principal
business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or
any foreign government, their agencies or instrumentalities.
The Fund, as a matter of fundamental policy, will not invest
more than 25% of its total assets in securities issued by
any one foreign government;"
As amended the Fund's fundamental policy on industry
concentration would be as follows:
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer if, as a result, more
than 25% of the value of the Fund's total assets would be
invested in the securities of issuers having their principal
business activities in the same industry;"
The amended policy does not include any reference to
obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities as an exception to the general
prohibition against industry concentration. This is because the
SEC has determined that the U.S. government is not an industry.
Therefore, there is no need to make specific reference to this
position in the policy. By contrast, the SEC considers foreign
governments to be securities for purposes of industry
concentration restrictions. As a result, the Fund would continue
to be prohibited from investing more than 25% of the value of its
total assets in the securities of foreign governments, unless the
SEC were to determine foreign governments were not an industry
for purposes of this concentration restriction.
The Board of Directors recommends that shareholders vote FOR
the proposal.
PAGE 24
International Bond Fund Only
The Board of Directors has proposed an amendment to the
Fundamental policy of the Fund on industry concentration. The
amendment would not result in a change in the way in which the
Fund invests its assets. If the amendment is adopted, under the
new fundamental policy, the Fund would be prohibited from
investing more than 25% of its total assets in the securities of
any single foreign government. The Fund currently has an
operating policy prohibiting such investments. The Board has
directed that such amendment be submitted to shareholders for
approval or disapproval.
The Fund's current fundamental policy in the area of
industry concentration is as follows:
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer, if, as a result, more
than 25% of the value of a Fund's total assets would be
invested in the securities of issuers having their principal
business activities in the same industry other than
obligations issued or guaranteed by the U.S. Government or
any foreign government, their agencies or instrumentalities;
provided, however, that the Fund will normally concentrate
25% or more of its assets in securities of the banking
industry when the Fund's position in issues maturing in one
year or less equals 35% or more of the Fund's total assets.
The Fund, as a matter of operating policy, will not invest
more than 25% of its total assets in securities issued by
any one foreign government;"
As amended the Fund's fundamental policy on industry
concentration would be as follows:
"[As a matter of fundamental policy, the Fund may not:]
Purchase the securities of any issuer if, as a result, more
than 25% of the value of the Fund's total assets would be
invested in the securities of issuers having their principal
business activities in the same industry; provided, however,
that the Fund will normally concentrate 25% or more of its
assets in securities of the banking industry when the Fund's
position in issues maturing in one year or less equals 35%
or more of the Fund's total assets;"
The amended policy does not include any reference to
obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities as an exception to the general
PAGE 25
prohibition against industry concentration. This is because the
SEC has determined that the U.S. government is not an industry.
Therefore, there is no need to make specific reference to this
position in the policy. By contrast, the SEC considers foreign
governments to be securities for purposes of industry
concentration restrictions. As a result, the Fund would continue
to be prohibited from investing more than 25% of the value of its
total assets in the securities of foreign governments, unless the
SEC were to determine foreign governments were not an industry
for purposes of this concentration restriction.
The Board of Directors recommends that shareholders vote FOR
the proposal.
D. PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING THE MAKING OF LOANS
The Board of Directors has proposed an amendment to the
Fundamental Investment Policies of the Fund in order to: (i)
increase slightly the amount of its assets which may be subject
to its lending policy; and (ii) allow the Fund to purchase the
entire or any portion of the debt of a company. The new
restriction would also conform the Fund's policy on lending to
one which is expected to become standard for all T. Rowe Price
mutual funds. The Board believes that standardized policies will
assist the Fund and Price-Fleming in monitoring compliance with
the various investment restrictions to which the T. Rowe Price
mutual funds are subject. The Board has directed that such
amendment be submitted to shareholders for approval or
disapproval.
The Fund's current fundamental policy in the area of making
loans is as follows:
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Make loans, although each Fund may (i) purchase money market
securities and enter into repurchase agreements; (ii)
acquire publicly-distributed bonds, debentures, notes and
other debt securities and purchase debt securities at
private placement; (iii) lend portfolio securities; and (iv)
participate in an interfund lending program with other Price
Funds provided that no such loan may be made if, as a
result, the aggregate of such loans would exceed 30% of the
value of a Fund's total assets;"
PAGE 26
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Make loans, although each Fund may (i) purchase money market
securities and enter into repurchase agreements; (ii)
acquire publicly-distributed bonds, debentures, notes and
other debt securities and purchase debt securities at
private placement; (iii) lend portfolio securities; and (iv)
participate in an interfund lending program with other Price
Funds provided that no such loan may be made if, as a
result, the aggregate of such loans would exceed 30% of the
value of a Fund's total assets;"
As amended, the Fund's fundamental policy on loans would be
as follows:
"[As a matter of fundamental policy, the Fund may not:]
Make loans, although the Fund may (i) lend portfolio
securities and participate in an interfund lending program
with other Price Funds provided that no such loan may be
made if, as a result, the aggregate of such loans would
exceed 33 1/3% of the value of the Fund's total assets; (ii)
purchase money market securities and enter into repurchase
agreements; and (iii) acquire publicly-distributed or
privately-placed debt securities and purchase debt;"
33 1/3% Restriction
The Fund's current fundamental policy on lending restricts
the Fund to lending no more than 30% of the value of the Fund's
total assets. The new policy would raise this amount to 33 1/3%
of the value of the Fund's total assets. The purpose of this
change is to conform the Fund's policy to one that is expected to
become standard for all Price Funds and to permit the Fund to
lend its assets to the maximum extent permitted under applicable
law. The Board of Directors does not view this change as
significantly raising the level of risk to which the Fund would
be subject.
Purchase of Debt
The Fund's fundamental policy on lending allows the Fund to
purchase debt securities as an exception to the general
limitations on making loans. However, there is no similar
PAGE 27
exception for the purchase of straight debt, e.g., debt held by a
bank for example which might not be considered a debt security.
Such an investment might be subject to greater risks of liquidity
and unavailability of public information than would be the case
for an investment in a publicly held security. The primary
purpose of this proposal is to conform the Fund's fundamental
policy in this area to one that is expected to become standard
for all Price Funds. The Fund will continue to invest primarily
in equity securities. However, the Board of Directors believes
that increased standardization will help promote operational
efficiencies and facilitate monitoring of compliance with the
Fund's investment restrictions.
Other Matters
For purposes of the restriction on lending, the Fund will
consider the acquisition of a debt security to include the
execution of a note or other evidence of an extension of credit
with a term of more than nine months.
The Board of Directors recommends that shareholders vote FOR
the proposal.
E. TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION ON THE
ISSUANCE OF SENIOR SECURITIES
The Fund's Board of Directors has proposed an amendment to
the Fund's fundamental policy on investing in senior securities
which would allow the Fund to invest in senior securities to the
extent permitted under the Investment Company Act of 1940. The
new policy, if adopted, would provide the Fund with greater
flexibility in pursuing its investment objective and program.
The Board has directed that such amendment be submitted to
shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of issuing
senior securities is as follows:
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Issue senior securities;"
PAGE 28
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Issue senior securities;"
As amended, the Fund's fundamental policy on issuing senior
securities would be as follows:
"[As a matter of fundamental policy, the Fund may not:]
Issue senior securities except in compliance with the
Investment Company Act of 1940;"
The 1940 Act limits a Fund's ability to issue senior
securities or engage in investment techniques which could be
deemed to create a senior security. Although the definition of a
"senior security" involves complex statutory and regulatory
concepts, a senior security is generally thought of as a class of
security preferred over shares of the Fund with respect to the
Fund's assets or earnings. It generally does not include
temporary or emergency borrowings by the Fund (which might occur
to meet shareholder redemption requests) in accordance with
federal law and the Fund's investment limitations. Various
investment techniques that obligate the Fund to pay money at a
future date (e.g., the purchase of securities for settlement on a
date that is longer than required under normal settlement
practices) occasionally raise questions as to whether a "senior
security" is created. The Fund utilizes such techniques only in
accordance with applicable regulatory requirements under the 1940
Act. Although the Fund has no current intention of issuing
senior securities, the proposed change will clarify the Fund's
authority to issue senior securities in accordance with the 1940
Act without the need to seek shareholder approval.
The Board of Directors recommends that shareholders vote FOR
the proposal.
F. PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT
POLICY ON PURCHASING SECURITIES ON MARGIN
The Board of Directors has proposed that the Fund's
Fundamental Investment Policy on purchasing securities on margin
be changed from a fundamental policy to an operating policy.
Fundamental policies may be changed only by shareholder vote,
while operating policies may be changed by the Board of Directors
without shareholder approval. The purpose of the proposal is to
allow the Fund greater flexibility in responding to market and
PAGE 29
regulatory developments by providing the Board of Directors with
the authority to make changes in the Fund's policy on margin
without further shareholder approval. The new restriction would
also conform the Fund's policy on margin to one which is expected
to become standard for all T. Rowe Price mutual funds. The Board
believes that standardized policies will assist the Fund and
Price-Fleming in monitoring compliance with the various
investment restrictions to which the T. Rowe Price mutual funds
are subject. The Board has directed that such amendment be
submitted to shareholders for approval or disapproval.
The Fund's current fundamental policy in the area of
purchasing securities on margin is as follows:
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase securities on margin, except for use of short-term
credit necessary for clearance of purchases of portfolio
securities; except that it may make margin deposits in
connection with futures contracts, subject to [its
fundamental policy on futures];"
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase securities on margin, except for use of short-term
credit necessary for clearance of purchases of portfolio
securities; except that it may make margin deposits in
connection with futures contracts, subject to [its
fundamental policy on futures];"
As amended, the Fund's operating policy on purchasing
securities on margin would be as follows:
"[As a matter of operating policy, the Fund may not:]
Purchase securities on margin, except (i) for use of short-
term credit necessary for clearance of purchases of
portfolio securities and (ii) it may make margin deposits in
connection with futures contracts or other permissible
investments;"
Both the Fund's current policy and the proposed operating
policy prohibit the purchase of securities on margin but allow
the Fund to make margin deposits in connection with futures
PAGE 30
contracts and use such short-term credit as is necessary for
clearance of purchases of portfolio securities. The proposed
operating policy also would acknowledge that the Fund is
permitted to make margin deposits in connection with other
investments in addition to futures. Such investments might
include, but are not limited to, written options where the Fund
could be required to put up margin with a broker as security for
the Fund's obligation to deliver the security on which the option
is written.
The Board of Directors recommends that shareholders vote FOR
the proposal.
G. PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT
POLICY ON PLEDGING ITS ASSETS
The Board of Directors has proposed that the Fund's
Fundamental Investment Restriction on pledging its assets be
eliminated and replaced with an operating policy. Fundamental
policies may be changed by shareholder vote, while operating
policies may be changed by vote of the Board of Directors without
shareholder approval. Applicable law does not require the
current percentage limitation set forth in the policy and does
not require such policy to be fundamental. The new operating
policy would allow the Fund to pledge, in connection with Fund
indebtedness 33 1/3% of its total assets (a slight increase from
the current restriction) and allow the Fund to pledge assets in
connection with permissible investments. The Board of Directors
believes it is advisable to provide the Fund with greater
flexibility in pursuing its investment objective and program and
responding to regulatory and market developments. The new
restriction would also conform the Fund's policy on pledging its
assets to one which is expected to become standard for all T.
Rowe Price mutual funds. The Board believes that standardized
policies will assist the Fund and Price-Fleming in monitoring
compliance with the various investment restrictions to which the
T. Rowe Price mutual funds are subject. The Board has directed
that such proposals be submitted to shareholders for approval or
disapproval.
The Fund's current fundamental policy in the area of
pledging its assets is as follows:
PAGE 31
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Mortgage, pledge, hypothecate or, in any manner, transfer
any security owned by a Fund as security for indebtedness
except as may be necessary in connection with permissible
borrowings and then such mortgaging, pledging or
hypothecating may not exceed 30% of the Fund's total assets
valued at market at the time of the borrowing;"
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Mortgage, pledge, hypothecate or, in any manner, transfer
any security owned by a Fund as security for indebtedness
except as may be necessary in connection with permissible
borrowings and then such mortgaging, pledging or
hypothecating may not exceed 30% of the Fund's total assets
valued at market at the time of the borrowing;"
The operating policy on pledging of assets, to be adopted by
the Fund, would be as follows:
"[As a matter of operating policy, the Fund may not:]
Mortgage, pledge, hypothecate or, in any manner, transfer
any security owned by the Fund as security for indebtedness
except as may be necessary in connection with permissible
borrowings or investments and then such mortgaging, pledging
or hypothecating may not exceed 33 1/3% of the Fund's total
assets at the time of the borrowing or investment;"
The operating policy would allow the Fund to pledge 33 1/3%
of its total assets instead of the current 30%. The new policy,
in addition to allowing pledging in connection with indebtedness
would clarify the Fund's ability to pledge its assets in
connection with permissible investments. Such pledging could
arise, for example, when the Fund engages in futures or options
transactions or purchases securities on a when-issued or forward
basis. As an operating policy, the Board of Directors could
modify the proposed policy on pledging in the future as the need
arose, without seeking further shareholder approval.
Pledging assets to other parties is not without risk.
Because assets that have been pledged to other parties may not be
PAGE 32
readily available to the Fund, the Fund may have less flexibility
in liquidating such assets if needed. Therefore, the new policy,
by allowing the Fund to pledge a greater portion of its assets,
could, to a greater extent than the current policy, impair the
Fund's ability to meet current obligations, or impede portfolio
management. On the other hand, these potential risks should be
considered together with the potential benefits, such as
increased flexibility to borrow and the increased ability of the
Fund to pursue its investment program.
The Board of Directors recommends that shareholders
vote FOR the proposal.
H. TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
SHORT SALES
The Fund's Board of Directors has proposed that the Fund's
Fundamental Policy on effecting short sales be eliminated and
replaced with an identical operating policy. Fundamental
policies may be changed only by shareholder vote, while operating
policies may be changed by the Board of Directors without
shareholder approval. The current policy of the Fund is not
required by applicable law to be fundamental. The purpose of the
proposal is to provide the Fund with greater flexibility in
pursuing its investment objective and program. The Board has
directed that the proposal be submitted to shareholders for
approval or disapproval.
The Fund's current fundamental policy in the area of
effecting short sales of securities is as follows:
European Stock, International Discovery, International
Stock, Japan, and New Asia Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase or retain the securities of any issuer if, to the
knowledge of a Fund's management, those officers and
directors of the Fund, and of its investment manager, who
each owns beneficially more than .5% of the outstanding
securities of such issuer, together own beneficially more
than 5% of such securities;"
Global Government Bond, International Bond, and Short-Term
Global Income Funds
"[As a matter of fundamental policy, the Fund may not:]
Purchase or retain the securities of any issuer if, to the
PAGE 33
knowledge of a Fund's management, those officers and
directors of the Fund, and of its investment manager, who
each owns beneficially more than .5% of the outstanding
securities of such issuer, together own beneficially more
than 5% of such securities;"
The operating policy on short sales, to be adopted by the
Fund, would be as follows:
"[As a matter of operating policy, the Fund may not:]
Effect short sales of securities;"
The current fundamental policy was formerly required by
certain states to be fundamental. This is no longer the case and
the replacement of the policy with an operating policy will
adequately protect the Fund while providing greater flexibility
to the Fund to respond to market or regulatory developments by
allowing the Board of Directors the authority to make changes in
this policy without seeking further shareholder approval.
In a short sale, an investor, such as the Fund, sells a
borrowed security and must return the same security to the
lender. Although the Board has no current intention of allowing
the Fund to engage in short sales, if the proposed amendment is
adopted, the Board would be able to authorize the Fund to engage
in short sales at any time without further shareholder action.
In such a case, the Fund's prospectus would be amended and a
description of short sales and their risks would be set forth
therein.
The Board of Directors recommends that shareholders vote FOR
the proposal.
ALL FUNDS EXCEPT INTERNATIONAL DISCOVERY AND NEW ASIA
3. PROPOSAL TO AMEND THE FUND'S ARTICLES OF INCORPORATION TO
REMOVE THE REQUIREMENT THAT STOCK CERTIFICATES BE ISSUED TO
FUND SHAREHOLDERS
Under the Corporation's Articles of Incorporation, the Fund
is required to issue stock certificates to any shareholder who
makes a written request for them in accordance with established
procedures. In the absence of a proper request, the Fund is not
required to issue such certificates. After careful consideration
of this provision, the Board of Directors has determined that it
would be advantageous to the Fund and its shareholders to amend
PAGE 34
the Articles of Incorporation so as to remove this requirement in
order to save the Fund the cost of issuing stock certificates.
The reasons for the proposed amendment to the Articles of
Incorporation are described below in more detail.
Reasons for the Proposal
Several years ago, Maryland law was amended to eliminate the
requirement that a corporation issue stock certificates for its
shares. The law was adopted in recognition of a growing trend
away from the issuance of stock certificates to the issuance of
book entry shares. Very few shareholders request stock
certificates. Nevertheless, the few shareholders that do,
require the Fund to maintain an inventory of stock certificates
for issuance to such shareholders. This results in printing,
operational, security, central and transportation expenses to the
Fund, which are borne by all shareholders. Further, holding
securities in certificate form has certain disadvantages for
shareholders. First, a shareholder who wishes to redeem shares
represented by lost certificates must provide notarized documents
attesting to the loss and a check payable in an amount equal to
2% of the value of the shares represented by such certificates in
order to purchase a surety bond to protect the Fund against
fraudulent presentment. Only after these procedural steps have
been taken can a new certificate be issued, transferred or
redeemed. Second, shareholders who hold certificates may not
make telephone requests for redemption or exchange of their
shares, but must request such transactions in writing. The
proposal if adopted, would not affect shareholders wishing to
collateralize their shares in connection with loans. Such
shareholders would still be able to accomplish this by setting up
a pledge registration through the Fund's book entry share system.
The majority of the Price Funds do not issue stock certificates.
The elimination of certificates in the other Price Fund's has not
proven to be disruptive and has not imposed undue hardships on
shareholders. Thus, the Directors do not believe it would be
disruptive for this Fund.
It is the current intention of the Board of Directors not to
eliminate outstanding certificates. Thus, outstanding
certificates would not be recalled and only shares purchased
after the effective date of the proposal, currently contemplated
as May 1, 1994, would be affected. However, at some time in the
future, the Board of Directors might determine to recall
outstanding certificates and replace them with book entry shares.
PAGE 35
The Board of Directors of the Fund has determined that the
proposed amendment to the Articles of Incorporation is advisable
and have recommended that the amendment be approved by
shareholders.
The Board of Directors recommends that shareholders vote FOR
the proposal.
INTERNATIONAL STOCK FUND
4. PROPOSAL TO CLARIFY INVESTMENT OBJECTIVE OF THE FUND
The Fund is seeking approval to make a clarifying change in
the Fund's investment objective. The Fund's current objective is
to seek a total return of its assets from long-term growth of
capital and income, principally through investments in common
stocks of established, non-U.S. companies. In pursuit of this
objective, the Fund may invest solely for capital appreciation or
solely for income or any combination of both for the purpose of
achieving a higher overall return.
The proposed objective would simply state that the Fund
seeks long-term growth of capital and secondarily income through
investments primarily in common stocks of established, non-U.S.
companies. This will reflect what has been the Fund's basic
investment program - investing for growth of capital in
established foreign companies. The proposal would clarify that
income is a secondary objective of the Fund.
The Board of Directors recommends that shareholders vote FOR
the proposal to clarify the Fund's investment objective.
ALL FUNDS
5. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS
The selection by the Board of Directors of the firm of
Coopers & Lybrand as the independent accountants for the
Corporation, on behalf of the New Asia, Global Government Bond
and Short-Term Global Income Funds for the fiscal year 1994 is to
be submitted for ratification or rejection by the shareholders at
the Shareholders Meeting. The firm of Coopers & Lybrand has
served the Corporation as independent accountants since each
Fund's inception. The selection by the Board of Directors of the
firm of Price Waterhouse as the independent accountants for the
PAGE 36
Corporation, on behalf of the European Stock, International Bond,
International Discovery, International Stock, Japan and Latin
America Funds for the fiscal year 1994 is to be submitted for
ratification or rejection by the shareholders at the Shareholders
Meeting. The firm of Price Waterhouse has served the Corporation
as independent accountants since each Fund's inception.
Each Fund has been advised by its independent accountants
that they have no direct or material indirect financial interest
in the Fund. Representatives of the firm of Coopers & Lybrand
and Price Waterhouse are expected to be present at the
Shareholders Meeting and will be available to make a statement,
if they desire to do so, and to respond to appropriate questions
which the shareholders may wish to address to them.
INVESTMENT MANAGER
The Fund's investment manager is Price-Fleming, a Maryland
corporation, 100 East Pratt Street, Baltimore, Maryland 21202.
The principal executive officer of Price-Fleming is M. David
Testa, who together with George J. Collins, D. William J.
Garrett, P. John Manser, George A. Roche, Charles H. Salisbury,
Jr., and Alan H. Smith constitute its Board of Directors. The
address of each of these persons, with the exception of Messrs.
Garrett, Manser, and Smith, is 100 East Pratt Street, Baltimore,
Maryland 21202, and, with the exception of Messrs. Garrett,
Manser, and Smith, all are employed by T. Rowe Price Associates,
Inc. ("T. Rowe Price"). Mr. Garrett is Chairman of Robert
Fleming Securities Limited and a Director of Robert Fleming
Holdings Limited ("Robert Fleming Holdings"), Robert Fleming
Investment Trust, Robert Fleming Management Services Limited, and
various other affiliates of Robert Fleming Holdings. Mr. Manser
is Chairman of Robert Fleming & Co. Limited, Chief Executive of
Robert Fleming Holdings, Deputy Chairman of Robert Fleming Asset
Management Limited, and a Director of various other affiliates of
Robert Fleming Holdings, Fleming Investment Management Limited
and Jardine Fleming Group Limited. Mr. Manser is also a Director
of the U.K. Securities and Investments Board. Mr. Smith is the
Managing Director of Jardine Fleming Holdings Limited, Chairman
of Jardine Fleming Investment Management Limited, Jardine Fleming
& Co. Limited and Jardine Fleming Securities Limited, and a
Director of Robert Fleming Holdings, Robert Fleming, Inc., and
various other affiliates of Jardine Fleming. The address for
Messrs. Garrett and Manser is 25 Copthall Avenue, London, EC2R
7DR England. Mr. Smith's address is Jardine Fleming Holdings
Ltd., 46th Floor Jardine House, GPO Box 70, Hong Kong.
PAGE 37
The officers and directors of the Corporation and their
positions with Price-Fleming and T. Rowe Price are as follows:
_________________________________________________________________
Position with
Position Position T. Rowe
Officer with Fund with Manager Price
________________________________________________________________
*David P. Boardman Executive Vice Executive Vice
President President
Christopher D. Alderson Vice President Vice President
Peter B. Askew Vice President Vice President
Richard J. Bruce Vice President Vice President
Robert P. Campbell Vice President Vice President Vice
President
Mark J. T. Edwards Vice President Vice President
John R. Ford Vice President Executive Vice
President
Henry H. Hopkins Vice President Vice President Managing
Director
Robert C. Howe Vice President Vice President Vice
President
Stephen Ilott Vice President
George A. Murnaghan Vice President Vice President Vice
President
James S. Riepe Vice President Managing
Director
Christopher Rothery Vice President
Charles H. Salisbury, Vice President Vice President Managing
Jr. Director
James B. M. Seddon Vice President Vice President
Charles P. Smith Vice President Vice President Managing
Director
Benedict R. F. Thomas Vice President Vice President
Peter Van Dyke Vice President Vice President Managing
Director
David J. L. Warren Vice President Executive Vice
President
William F. Wendler, II Vice President Vice President Vice
President
Edward A. Wiese Vice President Vice President Vice
President
Lenora V. Hornung Secretary Vice
President
Carmen F. Deyesu Treasurer Vice
President
David S. Middleton Controller Vice
President
PAGE 38
Ann B. Cranmer Assistant Vice Vice President
President
Roger L. Fiery Assistant Vice Vice President Employee
President
Leah P. Holmes Assistant Vice Vice President Assistant
Vice
President
Edward T. Schneider Assistant Vice Employee
President
Ingrid I. Vordemberge Assistant Vice Employee
President
*Mr. Boardman's date of birth is ______. He has been Executive
Vice President of the Fund since ______ and has been employed by
Price-Fleming since _____.
None of the officers of the Corporation own shares of the
common stock of Price-Fleming, its only class of securities. As
of December 31, 1993, all of the common stock of Price-Fleming
was owned by T. Rowe Price (100,000 shares), Robert Fleming
Holdings (50,000 shares), and Jardine Fleming International
Holdings Limited ("JFI") (50,000 shares), a subsidiary of Jardine
Fleming Group Limited ("JFG"). T. Rowe Price and Robert Fleming
Holdings are each considered to be an affiliated and controlling
person of Price-Fleming. JFG and JFI are considered to be
affiliated persons of Price-Fleming. T. Rowe Price has the right
to elect a majority of the board of directors of Price-Fleming,
and Robert Fleming Holdings has the right to elect the remaining
directors, one of whom will be nominated by JFG.
The following information pertains to transactions involving
common stock of T. Rowe Price, par value $.20 per share
("Stock"), during the period January 1, 1993 through December 31,
1993. There were no transactions during the period by any
director or officer of the Fund, or any director or officer of T.
Rowe Price which involved more than 1% of the outstanding Stock
of T. Rowe Price. These transactions did not involve, and should
not be mistaken for, transactions in the stock of the Fund.
During the period, the holders of certain options purchased
a total of 343,525 shares of common stock at varying prices from
$0.67 to $18.75 per share. Pursuant to the terms of T. Rowe
Price's Employee Stock Purchase Plan, eligible employees of
Price-Fleming and its subsidiaries purchased an aggregate of
96,931 shares at fair market value. Such shares were purchased
in the open market during this period for employees' accounts.
PAGE 39
The Company's Board of Directors has approved the repurchase
of shares of its common stock in the open market. During 1993,
the Company purchased 80,000 common shares under this plan,
leaving 1,432,000 shares authorized for future repurchase at
December 31, 1993.
During the period, T. Rowe Price issued 1,154,000 common
stock options with an exercise price of $28.13 per share to
certain employees under terms of the 1990 and 1993 Stock
Incentive Plans.
An audited consolidated balance sheet of Price-Fleming as of
December 31, 1993, is included in this Proxy Statement.
INVESTMENT MANAGEMENT AGREEMENT
Price-Fleming serves as investment manager to the Funds
pursuant to their respective Investment Management Agreements
(each the "Management Agreement" and collectively the "Management
Agreements"). The Japan, Short-Term Global Income and Latin
America Funds' Management Agreements are dated November 6, 1991,
April 23, 1992 and November 3, 1993, respectively. Each Fund's
Management Agreement was approved by the Corporation's Board of
Directors, on behalf of each Fund, and Price-Fleming, as sole
shareholder, on the above-referenced dates. The date of each of
the other Funds' Management Agreements and the date each was
approved by the respective Fund's shareholders, is as follows:
Date of Shareholder
Management Approval
Agreement Date
__________ ___________
European Stock Fund May 1, 1990 April 19, 1990
Global Government Bond Fund May 1, 1992 April 23, 1992
International Bond Fund May 1, 1990 April 19, 1990
International Discovery Fund May 1, 1991 April 18, 1991
International Stock Fund May 1, 1990 April 19, 1990
New Asia Fund May 1, 1991 April 18, 1991
By their terms, the Management Agreements will continue in effect
from year to year as long as they are approved annually by the
Corporation's Board of Directors, on behalf of each Fund (at a
meeting called for that purpose) or by vote of a majority of each
Fund's outstanding shares. In either case, renewal of the
Management Agreements must be approved by a majority of the
PAGE 40
Corporation's independent directors. On March __, 1994, the
directors of the Corporation, on behalf of each Fund, including
all of the independent directors, voted to extend each Management
Agreement for an additional period of one year, commencing May 1,
1994, and terminating April 30, 1995. Each Management Agreement
is subject to termination by either party without penalty on 60
days' written notice to the other and will terminate
automatically in the event of assignment.
Under each Management Agreement, Price-Fleming provides the
Fund with discretionary investment services. Specifically,
Price-Fleming is responsible for supervising and directing the
investments of each Fund in accordance with the Funds' investment
objectives, programs, and restrictions as provided in its
prospectus and Statement of Additional Information. Price-Fleming
is also responsible for effecting all security transactions on
behalf of the Funds, including the negotiation of commissions and
the allocation of principal business and portfolio brokerage. In
addition to these services, Price-Fleming provides the Funds with
certain corporate administrative services, including:
maintaining each Fund's corporate existence, corporate records,
and registering and qualifying Fund shares under federal and
state laws; monitoring the financial, accounting, and
administrative functions of the Funds; maintaining liaison with
the agents employed by the Funds such as the Corporation's
custodian and transfer agent; assisting the Funds in the
coordination of such agents' activities; and permitting
Price-Fleming's employees to serve as officers, directors, and
committee members of the Corporation without cost to the
Corporation.
Each Fund's Management Agreement also provides that
Price-Fleming, its directors, officers, employees, and certain
other persons performing specific functions for the Fund will
only be liable to the Fund or Corporation for losses resulting
from willful misfeasance, bad faith, gross negligence, or
reckless disregard of duty.
Under each Management Agreement, Price-Fleming is permitted
to utilize the services or facilities of others to provide it or
the Fund with statistical and other factual information, advice
regarding economic factors and trends, advice as to occasional
transactions in specific securities, and such other information,
advice or assistance as Price-Fleming may deem necessary,
appropriate, or convenient for the discharge of its obligations
under each Management Agreement or otherwise helpful to the Fund.
PAGE 41
Certain administrative support is provided by T. Rowe Price
which receives from Price-Fleming a fee of .15% of the market
value of all assets in equity accounts, .15% of the market value
of all assets in active fixed income accounts and .035% of the
market value of all assets in passive fixed income accounts under
Price-Fleming's management.
Price-Fleming has entered into separate letters of agreement
with Fleming Investment Management Limited ("FIM"), Fleming
International Fixed Interest Management Limited ("FIFIM"), and
Jardine Fleming Investment Holdings Limited ("JFIH"), wherein
FIM, FIFIM, and JFIH have agreed to render investment research
and administrative support to Price-Fleming. FIM and FIFIM are
wholly-owned subsidiaries of Robert Fleming Asset Management
Limited which is a wholly-owned subsidiary of Robert Fleming
Holdings Limited ("Robert Fleming Holdings"). JFIH is an
indirect wholly-owned subsidiary of Jardine Fleming Group
Limited. Under the letters of agreement, these companies will
provide Price-Fleming with research material containing
statistical and other factual information, advice regarding
economic factors and trends, advice on the allocation of
investments among countries and as between debt and equity
classes of securities, and research and occasional advice with
respect to specific companies. For these services, FIM and JFIH
each receives a fee of .075% of the market value of all assets in
equity accounts under Price-Fleming's management. FIFIM and JFIH
each receives a fee of .075% of the market value of all assets in
active fixed income accounts and .0175% of such market value in
passive fixed income accounts under Price-Fleming's management.
The Management Agreement provides that each Fund will bear
all expenses of its operations not specifically assumed by
Price-Fleming. However, in compliance with certain state
regulations, Price-Fleming will reimburse the Funds for certain
expenses which in any year exceed the limits prescribed by any
state in which the Funds' shares are qualified for sale.
Presently, the most restrictive expense ratio limitation imposed
by any state is 2.5% of the first $30 million of the Fund's
assets, 2% of the next $70 million of the average daily net
assets, and 1.5% of net assets in excess of $100 million. For
the purpose of determining whether a Fund is entitled to
reimbursement, the expenses of the Fund are calculated on a
monthly basis. If the Fund is entitled to reimbursement, that
month's management fee will be reduced or postponed, with any
adjustment made after the end of the year.
PAGE 42
For its services to each Fund under the Management
Agreement, Price-Fleming is paid a management fee ("Management
Fee") consisting of two elements: a "group" fee ("Group Fee")
and an "individual" fund fee ("Individual Fund Fee"). The Group
Fee varies and is based on the combined net assets of all of the
Price Funds distributed by T. Rowe Price Investment Services,
Inc., other than institutional or "private label" products. For
this purpose, the Price Funds include all Funds managed and
sponsored by T. Rowe Price as well as those funds managed and
sponsored by Price-Fleming. Each Fund pays, as its portion of
the Group Fee, an amount equal to the ratio of its daily net
assets to the daily net assets of all the Price Funds. At
December 31, 1993, the Group Fee was 0.35% based on combined
Price Funds' assets of approximately $34.7 billion. In addition,
each Fund pays a flat Individual Fund fee based on the net assets
of each Fund. The following table lists each Fund's Individual
Fund Fee, Group Fee, net assets and management fee paid to Price-
Fleming.
Individual Group Net Management
Fee Fee Assets Fee
__________ _____ ______ __________
European Stock Fund* 0.50% 0.85% $ 265,784,175 $ 1,422,402
Global Government
Bond Fund 0.35% 0.70% $ 48,757,698 $ 269,633
International Bond
Fund 0.35% 0.70% $ 745,243,531 $ 4,363,527
International
Discovery Fund* 0.75% 1.10% $ 329,001,371 $ 1,982,556
International
Stock Fund* 0.35% 0.70% $3,746,054,868 $14,955,148
Japan Fund* 0.50% 0.85% $ 87,162,783 $ 458,221
Latin America Fund* 0.75% 1.10% ** **
New Asia Fund* 0.50% 0.85% $1,650,449,588 $ 4,937,264
Short-Term Global
Income Fund 0.25% 0.60% $ 97,117,857 $ 341,611
*For the ten month fiscal period ended October 31, 1993.
**Fund became effective December 29, 1993.
The following chart shows the ratio of operating expenses to
average net assets of the following Funds for the last three
years.
PAGE 43
1993 1992 1991
____ ____ ____
European Stock Fund* 1.35%** 1.48% 1.71%
International Bond Fund .99%
International Stock Fund* 1.01%** 1.05% 1.10%
New Asia Fund* 1.29%** 1.51% 1.75%
*Fiscal year changed from December 31 to October 31.
**Annualized
International Discovery, Japan, Latin America, Short-Term Global
Income and Global Government Bond Funds
The following chart sets forth expense ratio limitations and
the periods for which they are effective. For each, Price-
Fleming has agreed to bear any Fund expenses which would cause
the Fund's ratio of expenses to average net assets to exceed the
indicated percentage limitations. The expenses borne by Price-
Fleming are subject to reimbursement by the Fund through the
indicated reimbursement date, provided no reimbursement will be
made if it would result in the Fund's expense ratio exceeding its
applicable limitation.
Expense
Limitation Ratio Reimbursement
Period Limitation Date
International January 1, 1993- 1.50% December 31, 1995
Discovery+ December 31, 1993
Japan++ January 1, 1994- 1.50% October 31, 1997
October 31, 1995
Latin America December 29, 1993- 2.00% October 31, 1997
October 31, 1995
Short-Term January 1, 1994- 1.00% December 31, 1997
Global Income* December 31, 1995
Global January 1, 1993- 1.20% December 31, 1996
Government December 31, 1994
Bond**
+ The International Discovery Fund previously operated under a
1.50% limitation that expired December 31, 1992. The
reimbursement period for this limitation extends through
December 31, 1994.
++ The Japan Fund previously operated under a 1.50% limitation
that expired December 31, 1993. The reimbursement period for
this limitation extends through December 31, 1995.
PAGE 44
* The Short-Term Global Income Fund previously operated under a
1.00% limitation that expired December 31, 1993. The
reimbursement period for this limitation extends through
December 31, 1995.
** The Global Government Bond Fund previously operated under a
1.20% limitation that expired December 31, 1992. The
reimbursement period for this limitation extends through
December 31, 1994.
Each of the above-referenced Fund's Management Agreement also
provides that one or more additional expense limitation periods
(of the same or different time periods) may be implemented after
the expiration of the current expense limitation, and that with
respect to any such additional limitation period, the Fund may
reimburse Price-Fleming, provided the reimbursement does not
result in the Fund's aggregate expenses exceeding the additional
expense limitation.
Pursuant to the International Discovery Fund's past expense
limitations, management fees aggregating $85,000, $185,00 and
$360,000 were not accrued for the ten month fiscal period ended
October 31, 1993 and the fiscal years ended December 31, 1992 and
December 31, 1991, respectively. These unaccrued fees are
subject to reimbursement through December 31, 1995. Pursuant to
the Japan Fund's past and current expense limitations, management
fees aggregating $100,000 and $211,000 were not accrued for the
ten month fiscal period ended October 31, 1993 and the fiscal
period ended December 31, 1992, respectively. These unaccrued
fees are subject to reimbursement through December 31, 1995.
Pursuant to the present expense limitations of the Global
Government Bond and Short-Term Global Income Funds, management
fees aggregating $98,000 and $109,000, respectively, were not
accrued for the year ended December 31, 1993. In addition,
pursuant to past expense limitations, $338,000 in the Global
Government Bond Fund remains subject to reimbursement through
December 31, 1994 and $186,000 of unaccrued fees and other
expenses in the Short-Term Global Income Fund are subject to
reimbursement through December 31, 1995.
PORTFOLIO TRANSACTIONS
In the following discussion "the Fund" is intended to refer
to each Fund.
PAGE 45
Investment or Brokerage Discretion
Decisions with respect to the purchase and sale of portfolio
securities on behalf of the Funds are made by Price-Fleming.
Price-Fleming is also responsible for implementing these
decisions, including the allocation of portfolio brokerage and
principal business and the negotiation of commissions.
How Brokers and Dealers are Selected
Equity Securities
In purchasing and selling each Fund's portfolio securities,
it is Price-Fleming's policy to obtain quality execution at the
most favorable prices through responsible broker-dealers and, in
the case of agency transactions, at competitive commission rates
where such rates are negotiable. However, under certain
conditions, a Fund may pay higher brokerage commissions in return
for brokerage and research services. In selecting broker-dealers
to execute a Fund's portfolio transactions, consideration is
given to such factors as the price of the security, the rate of
the commission, the size and difficulty of the order, the
reliability, integrity, financial condition, general execution
and operational capabilities of competing brokers and dealers,
their expertise in particular markets and the brokerage and
research services they provide to Price-Fleming or the Funds. It
is not the policy of Price-Fleming to seek the lowest available
commission rate where it is believed that a broker or dealer
charging a higher commission rate would offer greater reliability
or provide better price or execution.
Transactions on stock exchanges involve the payment of
brokerage commissions. In transactions on stock exchanges in the
United States, these commissions are negotiated. Traditionally,
commission rates have generally not been negotiated on stock
markets outside the United States. In recent years, however, an
increasing number of overseas stock markets have adopted a system
of negotiated rates, although a number of markets continue to be
subject to an established schedule of minimum commission rates.
It is expected that equity securities will ordinarily be
purchased in the primary markets, whether over-the-counter or
listed, and that listed securities may be purchased in the
over-the-counter market if such market is deemed the primary
market. In the case of securities traded on the over-the-counter
markets, there is generally no stated commission, but the price
usually includes an undisclosed commission or markup. In
PAGE 46
underwritten offerings, the price includes a disclosed, fixed
commission or discount.
Fixed Income Securities
For fixed income securities, it is expected that purchases
and sales will ordinarily be transacted with the issuer, the
issuer's underwriter, or with a primary market maker acting as
principal on a net basis, with no brokerage commission being paid
by the Fund. However, the price of the
securities generally includes compensation which is not disclosed
separately. Transactions placed though dealers who are serving
as primary market makers reflect the spread between the bid and
asked prices.
With respect to equity and fixed income securities, Price-
Fleming may effect principal transactions on behalf of the Funds
with a broker or dealer who furnishes brokerage and/or research
services, designate any such broker or dealer to receive selling
concessions, discounts or other allowances or otherwise deal with
any such broker or dealer in connection with the acquisition of
securities in underwritings. The prices the Fund pays to
underwriters of newly-issued securities usually include a
concession paid by the issuer to the underwriter.
European Stock, International Discovery, International Stock,
Japan, Latin, and New Asia Funds Only
Price-Fleming may cause a Fund to pay a broker-dealer who
furnishes brokerage and/or research services a commission for
executing a transaction that is in excess of the commission
another broker-dealer would have received for executing the
transaction if it is determined that such commission is
reasonable in relation to the value of the brokerage and/or
research services which have been provided. In some cases,
research services are generated by third parties but are provided
to Price-Fleming by or through broker-dealers.
All Funds
Descriptions of Research Services Received from Brokers and
Dealers
Price-Fleming receives a wide range of research services
from brokers and dealers covering investment opportunities
throughout the world, including information on the economies,
industries, groups of securities, individual companies,
PAGE 47
statistics, political developments, technical market action,
pricing and appraisal services, and performance analyses of all
the countries in which a Fund's portfolio is likely to be
invested. Price-Fleming cannot readily determine the extent to
which commissions charged by brokers reflect the value of their
research services, but brokers occasionally suggest a level of
business they would like to receive in return for the brokerage
and research services they provide. To the extent that research
services of value are provided by brokers, Price-Fleming may be
relieved of expenses which it might otherwise bear. In some
cases, research services are generated by third parties but are
provided to Price-Fleming by or through brokers.
Commissions to Brokers who Furnish Research Services
Certain broker-dealers which provide quality execution
services also furnish research services to Price-Fleming. Price-
Fleming has adopted a brokerage allocation policy embodying the
concepts of Section 28(e) of the Securities Exchange Act of 1934,
which permits an investment adviser to cause its clients to pay a
broker which furnishes brokerage or research services a higher
commission than that which might be charged by another broker
which does not furnish brokerage or research services, or which
furnishes brokerage or research services deemed to be of lesser
value, if such commission is deemed reasonable in relation to the
brokerage and research services provided by the broker, viewed in
terms of either that particular transaction or the overall
responsibilities of the adviser with respect to the accounts as
to which it exercises investment discretion. Accordingly, Price-
Fleming may assess the reasonableness of commissions in light of
the total brokerage and research services provided by each
particular broker.
Miscellaneous
Research services furnished by brokers through which Price-
Fleming effects securities transactions may be used in servicing
all accounts managed by Price-Fleming, Conversely, research
services received from brokers which execute transactions for a
particular Fund will not necessarily be used by Price-Fleming
exclusively in connection with the management of that Fund.
Some of Price-Fleming's other clients have investment
objectives and programs similar to those of the Funds. Price-
Fleming may occasionally make recommendations to other clients
which result in their purchasing or selling securities
simultaneously with the Funds. As a result, the demand for
PAGE 48
securities being purchased or the supply of securities being sold
may increase, and this could have an adverse effect on the price
of those securities. It is Price-Fleming's policy not to favor
one client over another in making recommendations or in placing
orders. Price-Fleming frequently follows the practice of
grouping orders of various clients for execution which generally
results in lower commission rates being attained. In certain
cases, where the aggregate order is executed in a series of
transactions at various prices on a given day, each participating
client's proportionate share of such order reflects the average
price paid or received with respect to the total order. Price-
Fleming has established a general investment policy that it will
ordinarily not make additional purchases of a common stock of a
company for its clients (including the Price Funds) if, as a
result of such purchases, 10% or more of the outstanding common
stock of such company would be held by its clients in the
aggregate.
None of the Funds allocates business to any broker-dealer on
the basis of its sales of the Fund's shares. However, this does
not mean that broker-dealers who purchase Fund shares for their
clients will not receive business from the Fund.
Transactions with Related Brokers and Dealers
As provided in the Investment Management Agreement between
each Fund and Price-Fleming, Price-Fleming is responsible not
only for making decisions with respect to the purchase and sale
of the Fund's portfolio securities, but also for implementing
these decisions, including the negotiation of commissions and the
allocation of portfolio brokerage and principal business. It is
expected that Price-Fleming will often place orders for a Fund's
portfolio transactions with broker-dealers through the trading
desks of certain affiliates of Robert Fleming Holdings Limited
("Robert Fleming"), an affiliate of Price-Fleming. Robert
Fleming, through Copthall Overseas Limited, a wholly-owned
subsidiary, owns 25% of the common stock of Price-Fleming. Fifty
percent of the common stock of Price-Fleming is owned by TRP
Finance, Inc., a wholly-owned subsidiary of T. Rowe Price, and
the remaining 25% is owned by Jardine Fleming Holdings Limited, a
subsidiary of Jardine Fleming Group Limited ("JFG"). JFG is 50%
owned by Robert Fleming and 50% owned by Jardine Matheson
Holdings Limited. The affiliates through whose trading desks
such orders may be placed include Fleming Investment Management
Limited ("FIM"), Fleming International Fixed Interest Management
Limited ("FIFIM"), and Robert Fleming & Co. Limited ("RF&Co.").
FIM, FIFIM and RF&Co. are wholly-owned subsidiaries of Robert
PAGE 49
Fleming. These trading desks will operate under strict
instructions from the Fund's portfolio manager with respect to
the terms of such transactions. Neither Robert Fleming, JFG, nor
their affiliates will receive any commission, fee, or other
remuneration for the use of their trading desks, although orders
for a Fund's portfolio transactions may be placed with affiliates
of Robert Fleming and JFG who may receive a commission.
The Board of Directors of the Funds has authorized Price-
Fleming to utilize certain affiliates of Robert Fleming and JFG
in the capacity of broker in connection with the execution of
each Fund's portfolio transactions, provided that Price-Fleming
believes that doing so will result in an economic advantage (in
the form of lower execution costs or otherwise) being obtained
for each Fund. These affiliates include Jardine Fleming
Securities Limited ("JFS"), a wholly-owned subsidiary of JFG,
RF&Co., Jardine Fleming Australia Securities Limited, and Robert
Fleming, Inc. (a New York brokerage firm).
The above-referenced authorization was made in accordance
with Section 17(e) of the Investment Company Act of 1940 (the
"1940 Act") and Rule 17e-1 thereunder which require the Funds'
independent directors to approve the procedures under which
brokerage allocation to affiliates is to be made and to monitor
such allocations on a continuing basis. Except with respect to
tender offers, it is not expected that any portion of the
commissions, fees, brokerage, or similar payments received by the
affiliates of Robert Fleming in such transactions will be
recaptured by the Funds. The directors have reviewed and from
time to time may continue to review whether other recapture
opportunities are legally permissible and available and, if they
appear to be, determine whether it would be advisable for a Fund
to seek to take advantage of them.
The chart below lists the Funds which paid brokerage
commissions (including discounts received by securities dealers
in connection with underwritings) in connection with portfolio
transactions the percentage of the aggregate brokerage
commissions paid to either JFS or RF&Co. during the ten month
fiscal period ended October 31, 1993, and the percentage of the
aggregate dollar amount of transactions effected through JFS or
RF&Co. involving the payment of commissions (including discounts
received in connection with underwritings) during the ten month
fiscal period ended October 31, 1993.
PAGE 50
Interna-
European tional Interna- New
Stock Discovery Stock Japan Asia
Fund Fund Fund Fund Fund
Total
brokerage
commissions
paid to JFS N/A $245,249 $1,198,582 $111,742 $1,834,648
% of aggregate
Fund brokerage
commissions
paid to JFS N/A 19.19% 22.12% 27.09% 27.61%
% of aggregate
dollar
amount of Fund
transactions
involving
payment of
commissions
to JFS N/A 13.52% 18.46% 25.55% 28.83%
_________________________________________________________________
Total
brokerage
commissions
paid to RF&Co. $1,714 $1,955 $100,183 N/A N/A
% of aggregate
Fund brokerage
commissions
paid to RF&Co. 0.94% 0.15% 1.85% N/A N/A
% of dollar
amount of Fund
transactions
involving
payment of
commissions
to RF&Co. 0.94% 0.24% 2.83% N/A N/A
In accordance with the written procedures adopted pursuant to
Rule 17e-1, the independent directors of the Corporation, on
behalf of the Fund, reviewed the Fund's 1993 transactions with
PAGE 51
affiliated brokers and determined that such transactions resulted
in an economic advantage to the Fund either in the form of lower
execution costs or otherwise.
Other
European Stock, International Discovery, International Stock,
Japan, Latin America, and New Asia Funds
Shown below are the approximate total brokerage commissions,
including the discounts received by securities dealers in
connection with underwritings, paid by the above-referenced Funds
for the last three years:
1993* 1992 1991
____ ____ ____
European Stock Fund $182,324 $328,000 $214,000
International Discovery
Fund $1,277,808 $458,000 $778,000
International Stock Fund $5,419,310 $4,052,000 $3,119,000
Japan Fund $412,549 $277,000 +
Latin America Fund + + +
New Asia Fund $6,642,840 $1,757,000 $794,000
*For ten months ended October 31, 1993. Fiscal year-end changed
from December 31 to October 31.
+Prior to commencement of operations.
The approximate percentage of the brokerage commissions paid
to firms which provided research, statistical, or other services
to Price-Fleming in connection with the management of each Fund,
or in some cases, to each Fund, for the last three years, are
shown below.
1993* 1992 1991
____ ____ ____
European Stock Fund 99% + +
International Discovery Fund 81% 81% 78%
International Stock Fund 76% 85% 90%
Japan Fund 73% 91% +
Latin America Fund + + +
New Asia Fund 72% 64% 64%
*For ten months ended October 31, 1993. Fiscal year-end changed
from December 31 to October 31.
PAGE 52
+Prior to commencement of operations.
The portfolio turnover rate for each Fund for the last three
years has been as follows:
1993* 1992 1991
____ ____ ____
European Stock Fund 21.3% 52.0% 57.7%
International Discovery Fund 71.8% 38.0% 56.3%
International Stock Fund 29.8% 37.8% 45.0%
Japan Fund 61.4% 41.6% +
Latin America Fund + + +
New Asia Fund 40.4% 36.3% 49.0%
*Figure is annualized and is for ten months ended October 31,
1993. Fiscal year-end changed from December 31 to October 31.
+Prior to commencement of operations.
Global Government Bond, International Bond, and Short-Term Global
Income Funds
The above-referenced Funds engaged in portfolio transactions
involving broker-dealers in the following amounts for the last
three years:
1993 1992 1991
____ ____ ____
Global Government
Bond Fund $ 144,423,342 $ 129,060,000 $ 174,169,000
International Bond
Fund $ 157,373,293 $6,813,188,000 $5,874,607,000
Short-Term Global
Income Fund $4,780,555,758 $ 582,425,000+ *
*Prior to commencement of operations.
+For the six month period.
All of these amounts consisted of principal transactions as to
which the Funds have no knowledge of the profits or losses
realized by the respective broker-dealers.
The portfolio turnover rate for each Fund for the last three
years has been as follows:
PAGE 53
1993 1992 1991
____ ____ ____
Global Government Bond Fund 134.0% 236.6% 93.6%
International Bond Fund 395.7% 357.7% 295.6%
Short-Term Global Income Fund 92.9% 334.1% *
OTHER BUSINESS
The management of each Fund knows of no other business which
may come before the meeting. However, if any additional matters
are properly presented at the meeting, it is intended that the
persons named in the enclosed proxy, or their substitutes, will
vote such proxy in accordance with their judgment on such
matters.
GENERAL INFORMATION
The number of outstanding shares and the percentage of those
shares registered to the T. Rowe Price Trust Company as Trustee
for participants in the T. Rowe Price Funds Retirement Plan for
Self-Employed (Keogh), as Trustee for participants in T. Rowe
Price Funds 401(k) plans, as Custodian for participants in the T.
Rowe Price Funds Individual Retirement Account (IRA), as
Custodian for participants in various 403(b)(7) plans, and as
Custodian for various Profit Sharing and Money Purchase plans for
each Fund are shown below.
Shares Percent
Registered Representing
Shares to T. Rowe Price Outstanding
Outstanding Trust Company Shares
___________ ____________ ____________
European Stock Fund+ 23,385,641
Global Government Bond
Fund++ 4,837,595
International Bond Fund++ 72,108,501
International Discovery
Fund+ 20,355,524
International Stock Fund+ 318,997,911
Japan Fund+ 7,529,435
Latin America Fund *
New Asia Fund+ 83,536,297
PAGE 54
Short-Term Global Income
Fund++ 20,154,762
+For ten months ended October 31, 1993. Fiscal year-end changed
from December 31 to October 31.
++As of fiscal year ended December 31, 1993.
*Prior to commencement of operations.
The T. Rowe Price Trust Company has no beneficial interest in
such accounts, nor in any other account for which it may serve as
trustee or custodian.
Various private counsel clients of T. Rowe Price, as to
which T. Rowe Price has discretionary authority, owned an
aggregate of approximately __________ shares of the Funds,
representing approximately ____% of the combined outstanding
shares, as of December 31, 1993. Accordingly, such shares are
deemed to be owned beneficially by T. Rowe Price only for the
limited purpose as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934. T. Rowe Price disclaims actual
beneficial ownership of such shares. In addition, as of December
31, 1993, a wholly-owned subsidiary of T. Rowe Price owned
directly an aggregate of _____________ shares of the Funds,
representing approximately _____% of the combined outstanding
stock. In addition, as of December 31, 1993, Price-Fleming owned
directly an aggregate of ____________ shares of the Funds,
representing approximately ______% of the combined outstanding
stock.
The chart below indicates the number of shares beneficially
owned, directly or indirectly by the officers and directors of
the Corporation, with respect to each Fund, and the percentage
this ownership represents of each Funds outstanding shares.
Shares
Beneficially % Ownership of
Owned Directly Outstanding
or Indirectly Shares
______________ ______________
European Stock Fund
Global Government Bond
Fund
International Bond Fund
International Discovery
Fund
International Stock Fund
PAGE 55
Japan Fund
Latin America Fund
New Asia Fund
Short-Term Global Income
Fund
The ownership of the officers and directors reflects their
proportionate interests, if any, in ____________ shares of the
Fund which are owned by a wholly-owned subsidiary of T. Rowe
Price and their interests in ___________ shares owned by the T.
Rowe Price Associates, Inc. Profit Sharing Trust. The common
stock of Price-Fleming is 50% owned by T. Rowe Price, 25% by
Robert Fleming Holdings, through Copthall Overseas Limited, a
wholly-owned subsidiary, and 25% by Jardine Fleming International
Holdings Limited ("JFI"), a subsidiary of Jardine Fleming Group
Limited ("JFG"). JFG is 50% owned by Robert Fleming Holdings and
50% owned by Jardine Matheson Holdings Limited. T. Rowe Price
and Robert Fleming Holdings are each considered to be an
affiliated and controlling person of Price-Fleming. In addition,
JFG and JFI are considered to be affiliated persons of
Price-Fleming.
A copy of the Annual Report for the European Stock,
International Discovery, International Stock, Japan and New Asia
Funds for the fiscal period ended October 31, 1993 and for the
Global Government Bond, International Bond and Short-Term Global
Income Funds for the year ended December 31, 1993, including
financial statements has been mailed to shareholders of record at
the close of business on that date and to persons who became
shareholders of record between that time and the close of
business on February 18, 1994, the record date for the
determination of the shareholders who are entitled to be notified
of and to vote at the meeting. Because the Fund's Registration
Statement was not effective until December 29, 1993, and the
first public offering of Fund Shares was on December 30, 1993,
the Fund did not have an Annual Report for the fiscal period
ended October 31, 1993.
ANNUAL MEETINGS
Under Maryland General Corporation Law, any corporation
registered under the Investment Company Act of 1940 ("the Act")
is not required to hold an annual meeting in any year in which
the Act does not require action by shareholders on the election
of directors. The Board of Directors of each Fund has determined
that in order to avoid the significant expense associated with
PAGE 56
holding annual meetings, including legal, accounting, printing
and mailing fees incurred in preparing proxy materials, each Fund
will take advantage of these Maryland law provisions.
Accordingly, no annual meetings shall be held in any year in
which a meeting is not otherwise required to be held by the Act
for the election of Directors unless the Board of Directors
otherwise determines that there should be an annual meeting.
However, special meetings will be held in accordance with
applicable law or when otherwise determined by the Board of
Directors. Each Fund's By-Laws reflect this policy.
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal to be
included in the Proxy Statement for the next Annual Meeting, and
if such Annual Meeting is held in April, 1995, such proposal must
be submitted in writing and received by the Corporation's
Secretary at its Baltimore office prior to November 3, 1994 for
International Stock Fund, November 4, 1994 for New Asia Fund,
November 9, 1994 for International Discovery, European Stock and
International Bond Funds, and November 11, 1994 for Japan, Latin
America, Global Government, and Short-Term Global Income Funds.
PAGE 57
FINANCIAL STATEMENT OF INVESTMENT MANAGER
The audited consolidated balance sheet of Price-Fleming
which follows is required by the Investment Company Act of 1940,
and should not be confused with, or mistaken for, the financial
statements of any Fund which are set forth in each Funds' Annual
Report.
PAGE 58
REPORT OF INDEPENDENT ACCOUNTANTS
January 28, 1993
To the Board of Directors and Stockholders of
Rowe Price-Fleming International, Inc.
In our opinion, the accompanying balance sheet presents fairly,
in all material respects, the financial position of Rowe Price-
Fleming International, Inc. at December 31, 1993, in conformity
with generally accepted accounting principles. This financial
statement is the responsibility of the Company's management; our
responsibility is to express an opinion on this financial
statement based on our audit. We conducted our audit in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE
Baltimore, Maryland
PAGE 59
ROWE PRICE-FLEMING INTERNATIONAL, INC.
BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
ASSETS
______
Cash and cash equivalents $ 5,964
Accounts receivable 14,093
Investments in mutual funds 2,936
Investment in RPFI International Partners, L.P. 1,912
Other assets 450
_______
$ 25,355
_______
_______
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Liabilities
Accounts payable $ 4,904
Income taxes payable 2,224
_______
Total liabilities 7,128
_______
Stockholders' equity
Common stock, $.10 par value-200,000 shares
authorized, issued and outstanding 20
Capital in excess of par value 630
Retained earnings 17,382
Unrealized security holding gains 195
_______
Total stockholders' equity 18,227
_______
$ 25,355
_______
_______
The accompanying notes are an integral part of the balance sheet.
PAGE 60
ROWE PRICE-FLEMING INTERNATIONAL, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Rowe Price-Fleming International, Inc. (the Company) was
organized in 1979 and provides investment advisory services to
individual and institutional investors who seek portfolio
management of international securities. The Company operates
under a joint venture agreement between T. Rowe Price Associates,
Inc. (Price Associates) and Robert Fleming Holdings Limited
(Robert Fleming). The Company's common stock is 50%-owned by a
subsidiary of Price Associates, 25%-owned by a subsidiary of
Robert Fleming, and 25%-owned by a subsidiary of Jardine Fleming
Group Limited (Jardine Fleming). Jardine Fleming is 50%-owned by
Robert Fleming and 50%-owned by a subsidiary of Jardine Matheson
Holdings Limited.
Basis of preparation
____________________
The Company's financial statements are prepared in accordance
with generally accepted accounting principles in the United
States of America. Assets, liabilities, revenues and expenses
are recognized on the accrual basis.
Cash equivalents
________________
For purposes of financial statement disclosure, cash equivalents
consist of all short-term, highly liquid investments including T.
Rowe Price money market mutual funds. The cost of these
investments is equivalent to fair value.
Investments in mutual funds
___________________________
On December 31, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires the
Company to state its mutual fund investments at fair value and to
recognize the related unrealized holding gains, net of income
taxes, in a separate component of stockholders' equity. These
investments in mutual funds have been classified as available-
for-sale.
Concentration of credit risk
____________________________
Financial instruments which potentially expose the Company to
concentrations of credit risk as defined by SFAS No. 105 consist
PAGE 61
ROWE PRICE-FLEMING INTERNATIONAL, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
primarily of investments in managed money market and bond mutual
funds and accounts receivable. Credit risk is believed to be
minimal in that counterparties to these financial instruments
have substantial assets including the diversified portfolios
under management by the Company which aggregate $15.4 billion at
December 31, 1993.
Investment in RPFI International Partners, L.P.
_______________________________________________
The Company has invested in and serves as general partner of RPFI
International Partners, L.P. which holds international equity
investments. The Company's partnership interest is stated at
cost adjusted for the Company's share of the earnings or losses
of the partnership subsequent to the date of investment. Because
RPFI International Partners, L.P. carries its investments at fair
value, the Company's carrying value approximates fair value. As
general partner, the Company must maintain an investment equal to
at least 1% of total partners' capital.
PAGE 62
ROWE PRICE-FLEMING INTERNATIONAL, INC.
NOTES TO BALANCE SHEET
NOTE 1 - INVESTMENTS IN AND TRANSACTIONS WITH MUTUAL FUNDS
__________________________________________________________
Investment in T. Rowe Price money market funds, which are
classified as cash equivalents in the accompanying financial
statements, aggregate $5,964,000 at December 31, 1993.
The Company's investments in managed international mutual funds
held at December 31, 1993 (in thousands) include:
Gross
unrealized Aggregate
Aggregate holding fair
cost gains (losses) value
________ ____________ _________
Stock funds $ 1,438 $ 294 $ 1,732
Bond funds 1,194 10 1,204
________ _________ ________
Total $ 2,632 $ 304 $ 2,936
________ _________ ________
________ _________ ________
NOTE 2 - INVESTMENT ADVISORY AND OTHER SERVICES
_______________________________________________
The Company provides investment advisory services to the T. Rowe
Price International Series of mutual funds under management
contracts which set forth the scope of services to be provided
and the fees to be charged. The contracts are subject to
periodic review and approval by the funds' board of directors and
shareholders.
The Company also provides investment advisory services to other
individual and institutional investors through other mutual
funds, common trust funds established by the T. Rowe Price Trust
Company, a wholly-owned subsidiary of Price Associates, and
private accounts. Further, as general partner, the Company
provides management services for RPFI International Partners.
PAGE 63
ROWE PRICE-FLEMING INTERNATIONAL
NOTES TO FINANCIAL STATEMENTS (Continued)
Accounts receivable (in thousands) at December 31, 1993 for these
services are:
Price International Funds $ 5,157
T. Rowe Price Trust Company 1,045
RPFI International Partners 439
Other investors 7,452
_________
$ 14,093
_________
_________
Stockholders' equity at December 31, 1993 includes $1,328,000
which the Company is required to maintain under applicable
investment adviser regulations.
NOTE 3 - TRANSACTIONS WITH STOCKHOLDERS
_______________________________________
The Company is a member of a group of affiliated companies and
has extensive transactions and relationships with members of the
group.
Expenses recognized by the Company include fees charged by the
Company's stockholders and their affiliates for administration
and investment research services. Such fees are determined based
on a percentage of assets managed by the Company. The Company
reimburses its stockholders and affiliates for personnel,
facilities, and administrative and general expenses incurred on
their behalf.
Accounts payable (in thousands) at December 31, 1993 include the
following amounts from transactions with the Company's
stockholders and their affiliates:
Accounts payable
Robert Fleming and affiliates $ 4,396
Jardine Fleming and affiliates 207
________
$ 4,603
________
________
PAGE 64
ROWE PRICE-FLEMING INTERNATIONAL
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 4- INCOME TAXES
____________________
Deferred income taxes arise from differences between taxable
income for financial statement and income tax return purposes and
are calculated using the liability method.
The net deferred tax benefit of $293,000 included in other assets
at December 31, 1993 consists of total deferred tax assets of
$537,000 and total deferred tax liabilities of $244,000.
Deferred tax liabilities include $108,000 arising from unrealized
holding gains on available-for-sale securities and $128,000
arising from unrealized capital gains allocated from the
Company's partnership investment. Deferred tax assets include
$464,000 arising from temporary differences in the recognition of
the costs of compensation expense.
PAGE 65
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE EUROPEAN STOCK FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H401/fund#079
(Front)
PAGE 66
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 3.
4. Ratify the selection of Price Waterhouse as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 4.
PAGE 67
5. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H401/fund#079
(BACK)
PAGE 68
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE GLOBAL GOVERNMENT BOND FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H609/fund#051
(Front)
PAGE 69
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 3.
4. Ratify the selection of Coopers & Lybrand as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 4.
PAGE 70
5. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H609/fund#051
(BACK)
PAGE 71
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE INTERNATIONAL BOND FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H104/fund#076
(Front)
PAGE 72
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 3.
4. Ratify the selection of Price Waterhouse as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 4.
PAGE 73
5. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H104/fund#076
(BACK)
PAGE 74
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE INTERNATIONAL DISCOVERY FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H302/fund#038
(Front)
PAGE 75
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Ratify the selection of Price Waterhouse as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 3.
4. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H302/fund#038
(BACK)
PAGE 76
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE INTERNATIONAL STOCK FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H203/fund#037
(Front)
PAGE 77
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 3.
4. Amend Fund's investment objective clarifying its objective of
seeking long-term growth of capital and secondarily income.
FOR / / AGAINST / / ABSTAIN / / 4.
5. Ratify the selection of Price Waterhouse as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 5.
PAGE 78
6. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H203/fund#037
(BACK)
PAGE 79
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE JAPAN FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H708/fund#062
(Front)
PAGE 80
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 3.
4. Ratify the selection of Price Waterhouse as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 4.
PAGE 81
5. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H708/fund#062
(BACK)
PAGE 82
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE LATIN AMERICA FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H880/fund#097
(Front)
PAGE 83
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 2.
3. Ratify the selection of Price Waterhouse as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 3.
4. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H880/fund#097
(BACK)
PAGE 84
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE NEW ASIA FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H500/fund#039
(Front)
PAGE 85
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Ratify the selection of Coopers & Lybrand as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 3.
4. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H500/fund#039
(BACK)
PAGE 86
T. ROWE PRICE (LOGO) PROXY
_______________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
T. ROWE PRICE SHORT-TERM GLOBAL INCOME FUND
MEETING: 11:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Riepe and M. David
Testa, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on Wednesday, April 20, 1994, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement
dated March ___, 1994, receipt of which is hereby acknowledged.
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page ___ of the Notice of
Annual Meeting and Proxy Statement.
Dated: __________________, 1994
___________________________________
___________________________________
Signature(s)
CUSIP#77956H807/fund#063
(Front)
PAGE 87
T. ROWE PRICE (LOGO) WE NEED YOUR PROXY VOTE BEFORE APRIL 20,
1994
_________________________________________________________________
Please refer to the Proxy Statement discussion of each of these
matters.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of FOR all nominees / / WITHHOLD AUTHORITY / /1.
directors. listed below (except to vote for all
as marked to the nominees listed below
contrary)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Leo C. Bailey Anthony W. Deering Donald W. Dick, Jr.
Addison Lanier M. David Testa Martin G. Wade
2. Approve changes to the Fund's fundamental policies.
FOR each policy / / ABSTAIN / / 2.
listed below (except as
marked to the contrary)
PLEASE CHECK THE BOX FOR any policy change you do NOT
(underscored) wish to approve:
/ / / / / / / / / / / / / / / /
A B C D E F G H
3. Amend Articles of Incorporation to delete requirement that
stock certificates be issued.
FOR / / AGAINST / / ABSTAIN / / 3.
4. Ratify the selection of Coopers & Lybrand as independent
accountants. FOR / / AGAINST / / ABSTAIN / / 4.
PAGE 88
5. I authorize the Proxies, in their discretion, to vote upon
such other business as may properly come before the meeting.
CUSIP#77956H807/fund#063
(BACK)