T.
Rowe Price Global Funds, Inc.
T. Rowe Price International Funds, Inc.
We
have reviewed such documents and materials as we have considered necessary for the purpose of rendering
this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will,
when executed, conform in all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party
executing a document to so execute that document, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to us as certified or photostatic
copies.
Based upon the foregoing, we are of the opinion that for U.S.
federal income tax purposes:
Reorganization
will include the holding period of the Target Fund Shares exchanged therefor, provided that such Target
Fund shareholder held the Target Fund Shares as capital assets at the time of the Reorganization.
Notwithstanding the foregoing, this opinion does not address the tax consequences
of the Reorganization to contracts or securities on which gain or loss is recognized upon the close of
the taxable year or upon the transfer of an asset regardless of whether such transfer would otherwise
be a non-recognition transaction under the Code.
Our opinion is based
upon the accuracy of the certifications, representations and warranties and satisfaction of the covenants
and obligations contained in the Plan, the Tax Representation Letters and in the various other documents
related thereto. Our opinion may not be relied upon if any of such certifications, representations or
warranties are not accurate to any material extent or if any of such covenants or obligations are not
satisfied in all material respects. We hereby consent to the filing of this opinion with the Registration
Statement and to the reference to us in the Combined Proxy Statement/Prospectus included as part of the
Registration Statement.
PART
C
OTHER
INFORMATION
Item 15. Indemnification
The Registrant maintains comprehensive Errors and Omissions
and Officers and Directors insurance policies written by ICI Mutual. These policies provide coverage
for T. Rowe Price Associates, Inc. (“Manager”), and its subsidiaries and affiliates
and all other investment companies in the T. Rowe Price family of mutual funds as listed in Item 31 of
the Registrant’s Registration Statement filed as Amendment No. 201 dated April 25, 2024. In addition
to the corporate insureds, the policies also cover the officers, directors, and employees of the Manager,
its subsidiaries, and affiliates. The premium is allocated among the named corporate insureds in accordance
with the provisions of Rule 17d-1(d)(7) under the Investment Company Act of 1940.
General. The Charter of the
Corporation provides that to the fullest extent permitted by Maryland or federal law, no director or
officer of the Corporation shall be personally liable to the Corporation or the holders of Shares for
money damages and each director and officer shall be indemnified by the Corporation; provided, however,
that nothing therein shall be deemed to protect any director or officer of the Corporation against any
liability to the Corporation of the holders of Shares to which such director or officer would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Article X, Section 10.01 of the Registrant’s
By-Laws provides as follows:
Section 10.01. Indemnification and Payment of Expenses in Advance:
The Corporation shall indemnify any individual (“Indemnitee”) who is a present or
former director, officer, employee, or agent of the Corporation, or who is or has been serving at the
request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, who, by reason of his position was, is, or is threatened to
be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (hereinafter collectively referred to as a “Proceeding”)
against any judgments, penalties, fines, settlements, and reasonable expenses (including attorneys’
fees) incurred by such Indemnitee in connection with any Proceeding, to the fullest extent that such
indemnification may be lawful under Maryland law. The Corporation shall pay any reasonable expenses so
incurred by such Indemnitee in defending a Proceeding in advance of the final disposition thereof to
the fullest extent that such advance payment may be lawful under Maryland law. Subject to any applicable
limitations and requirements set forth in the Corporation’s Articles of Incorporation and in these
By-Laws, any payment of indemnification or advance of expenses shall be made in accordance with the procedures
set forth in Maryland law.
Notwithstanding the foregoing, nothing herein shall protect
or purport to protect any Indemnitee against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of his office (“Disabling Conduct”).
Anything in this Article
X to the contrary notwithstanding, no indemnification shall be made by the Corporation to any Indemnitee
unless:
(a) there is a final decision on the merits by a court or other
body before whom the Proceeding was brought that the Indemnitee was not liable by reason of Disabling
Conduct; or
(b) in the absence of such
a decision, there is a reasonable determination, based upon a review of the facts, that the Indemnitee
was not liable by reason of Disabling Conduct, which determination shall be made by:
(i) the
vote of a majority of a quorum of directors who are neither “interested persons” of the Corporation
as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
(ii) an
independent legal counsel in a written opinion.
Anything in this Article X to the contrary
notwithstanding, any advance of expenses by the Corporation to any Indemnitee shall be made only upon
the undertaking by such Indemnitee to repay the advance unless it is ultimately determined that such
Indemnitee is entitled to indemnification as above provided, and only if one of the following conditions
is met:
(a) the Indemnitee provides a security for his undertaking; or
(b) the Corporation shall be insured against losses arising by
reason of any lawful advances; or
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2
(c) there is a determination, based on a review of readily available
facts, that there is reason to believe that the Indemnitee will ultimately be found entitled to indemnification,
which determination shall be made by:
(i) a majority of a quorum of directors who are neither “interested
persons” of the Corporation as defined in Section 2(a)(19) of the Investment Company Act, nor parties
to the Proceeding; or
(ii) an independent legal counsel in a written opinion.
Section
10.02. Insurance of Officers, Directors, Employees, and Agents. To the fullest extent permitted by applicable
Maryland law and by Section 17(h) of the Investment Company Act of 1940, as from time to time amended,
the Corporation may purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation
as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against any liability asserted against him and incurred by him in or arising out
of his position, whether or not the Corporation would have the power to indemnify him against such liability.
Insofar
as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
Item 16. Exhibits
(1)(a) Articles
of Restatement of Registrant, dated August 6, 2001 (electronically filed with Amendment No. 70 dated
February 27, 2004)
(1)(b) Articles Supplementary
of Registrant, on behalf of T. Rowe Price International Stock Fund—R Class, T. Rowe Price International
Growth & Income Fund—Advisor Class, and T. Rowe Price International Growth & Income Fund—R Class,
dated September 5, 2002 (electronically filed with Amendment No. 67 dated February 28, 2003)
(1)(c) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund, T. Rowe Price Emerging
Markets Bond Fund, T. Rowe Price Emerging Markets Stock Fund, T. Rowe Price European Stock Fund, T. Rowe
Price Global Stock Fund, T. Rowe Price International Bond Fund, T. Rowe Price International Bond Fund—Advisor
Class, T. Rowe Price International Discovery Fund, T. Rowe Price International Growth & Income
Fund, T. Rowe Price International Growth & Income Fund—Advisor Class, T. Rowe
Price International Growth & Income Fund—R Class, T. Rowe Price
International Stock Fund, T. Rowe Price International Stock Fund—Advisor Class, T. Rowe
Price International Stock Fund—R Class, T. Rowe Price Japan Fund, T. Rowe
Price Latin America Fund, and T. Rowe Price New Asia Fund, dated May 11, 2004 (electronically filed
with Amendment No. 89 dated February 25, 2005)
(1)(d) Articles
Supplementary of Registrant, on behalf of the T. Rowe Price Global Stock Fund—Advisor Class, dated
February 7, 2006 (electronically filed with Amendment No. 92 dated February 27, 2006)
(1)(e) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Overseas Stock Fund, dated October 18, 2006 (electronically
filed with Amendment No. 81 dated December 21, 2006)
(1)(f) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Africa & Middle East Fund, dated April 24,
2007 (electronically filed with Amendment No. 85 dated June 15, 2007)
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3
(1)(g) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Africa & Middle East Fund, T. Rowe Price Emerging Europe
& Mediterranean Fund, T. Rowe Price Emerging Markets Bond Fund, T. Rowe Price Emerging Markets
Stock Fund, T. Rowe Price European Stock Fund, T. Rowe Price Global Stock Fund, T. Rowe Price International
Bond Fund, T. Rowe Price International Bond Fund—Advisor Class, T. Rowe
Price International Discovery Fund, T. Rowe Price International Growth & Income Fund, T. Rowe Price
International Growth & Income Fund—Advisor Class, T. Rowe Price International
Growth & Income Fund—R Class, T. Rowe Price International
Stock Fund, T. Rowe Price International Stock Fund—Advisor Class, T. Rowe
Price International Stock Fund—R Class, T. Rowe Price Japan Fund, T. Rowe
Price Latin America Fund, T. Rowe Price New Asia Fund, T. Rowe Price Overseas Stock Fund, dated July 24,
2007 (electronically filed with Amendment No. 86 dated February 28, 2008)
(1)(h) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Africa & Middle East Fund, T. Rowe Price Emerging Europe
& Mediterranean Fund, T. Rowe Price Emerging Markets Bond Fund, T. Rowe Price Emerging Markets
Stock Fund, T. Rowe Price European Stock Fund, T. Rowe Price Global Stock Fund, T. Rowe Price International
Bond Fund, T. Rowe Price International Bond Fund—Advisor Class, T. Rowe
Price International Discovery Fund, T. Rowe Price International Growth & Income Fund, T. Rowe Price
International Growth & Income Fund—Advisor Class, T. Rowe Price International
Growth & Income Fund—R Class, T. Rowe Price International
Stock Fund, T. Rowe Price International Stock Fund—Advisor Class, T. Rowe
Price International Stock Fund—R Class, T. Rowe Price Japan Fund, T. Rowe
Price Latin America Fund, T. Rowe Price New Asia Fund, T. Rowe Price Overseas Stock Fund, dated February 6,
2008 (electronically filed with Amendment No. 87 dated April 25, 2008)
(1)(i) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Global Large-Cap Equity Fund and T. Rowe Price
Global Large-Cap Equity Fund—Advisor Class, dated July 24, 2008 (electronically filed with Amendment
No. 89 dated October 17, 2008)
(1)(j) Certificate of Correction
of Registrant, on behalf of T. Rowe Price Global Large-Cap Equity Fund and T. Rowe Price Global Large-Cap
Equity Fund—Advisor Class, dated September 16, 2008 (electronically filed with Amendment No. 89 dated
October 17, 2008)
(1)(k) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Global Infrastructure Fund and T. Rowe Price
Global Infrastructure Fund—Advisor Class, dated October 28, 2009 (electronically filed with Amendment
No. 94 dated January 22, 2010)
(1)(l) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Emerging Markets Local Currency Bond Fund and
T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class, dated February 3, 2011 (electronically
filed with Amendment No. 101 dated May 24, 2011)
(1)(m) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Emerging Markets Corporate Bond Fund and T. Rowe
Price Emerging Markets Corporate Bond Fund—Advisor Class, dated February 7, 2012 (electronically filed
with Amendment No. 107 dated May 17, 2012)
(1)(n) Articles
of Amendment of Registrant, on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund, dated
February 23, 2012 (electronically filed with Amendment No. 115 dated October 17, 2013)
(1)(o) Articles
of Amendment of Registrant, on behalf of T. Rowe Price Global Large-Cap Stock Fund and T. Rowe Price
Global Large-Cap Stock Fund—Advisor Class, dated August 21, 2013 (electronically filed with Amendment
No. 115 dated October 17, 2013)
(1)(p) Articles
of Supplementary of Registrant, on behalf of T. Rowe Price Global Industrials Fund, dated August 26,
2013 (electronically filed with Amendment No. 115 dated October 17, 2013)
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4
(1)(q) Articles
of Supplementary of Registrant, on behalf of T. Rowe Price Africa & Middle East Fund, T. Rowe Price
Emerging Europe & Mediterranean Fund, T. Rowe Price Emerging Markets Bond Fund, T. Rowe Price Emerging
Markets Corporate Bond Fund, T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class, T. Rowe
Price Emerging Markets Local Currency Bond Fund, T. Rowe Price Emerging Markets Local Currency Bond
Fund—Advisor Class, T. Rowe Price Emerging Markets Stock Fund, T. Rowe Price European Stock Fund,
T. Rowe Price Global Infrastructure Fund, T. Rowe Price Global Infrastructure Fund—Advisor Class,
T. Rowe Price Global Large-Cap Stock Fund, T. Rowe Price Global Large-Cap Stock Fund—Advisor Class,
T. Rowe Price Global Stock Fund, T. Rowe Price International Bond Fund, T. Rowe Price International
Bond Fund—Advisor Class, T. Rowe Price International Discovery Fund, T. Rowe Price International
Growth & Income Fund, T. Rowe Price International Growth & Income Fund—Advisor Class, T. Rowe
Price International Growth & Income Fund—R Class, T. Rowe Price International Stock Fund, T. Rowe
Price International Stock Fund—Advisor Class, T. Rowe Price International Stock Fund—R Class, T. Rowe
Price Japan Fund, T. Rowe Price Latin America Fund, T. Rowe Price New Asia Fund, and T. Rowe Price
Overseas Stock Fund, dated August 26, 2013 (electronically filed with Amendment No. 115 dated October
17, 2013)
(1)(r) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Asia Opportunities Fund and T. Rowe Price Asia Opportunities
Fund—Advisor Class, dated February 4, 2014 (electronically filed with Amendment No. 122 dated May 15,
2014)
(1)(s) Articles Supplementary
of Registrant, on behalf of T. Rowe Price International Concentrated Equity Fund and T. Rowe Price
International Concentrated Equity Fund—Advisor Class, dated May 27, 2014 (electronically filed with
Amendment No. 124 dated June 3, 2014)
(1)(t) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Global High Income Bond Fund, T. Rowe Price
Global High Income Bond Fund—Advisor Class, T. Rowe Price Global Unconstrained Bond Fund and T. Rowe
Price Global Unconstrained Bond Fund—Advisor Class dated November 17, 2014 (electronically filed with
Amendment No. 128 dated January 15, 2015)
(1)(u) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Emerging Markets Value Stock Fund, T. Rowe
Price Emerging Markets Bond Fund—Advisor Class, T. Rowe Price Emerging Markets Bond Fund—I Class,
T. Rowe Price Emerging Markets Corporate Bond Fund—I Class, T. Rowe Price Emerging Markets Local
Currency Bond Fund—I Class, T. Rowe Price Emerging Markets Stock Fund—I Class, T. Rowe Price
Emerging Markets Value Stock Fund—Advisor Class, T. Rowe Price Global High Income Bond Fund—I Class,
T. Rowe Price Global Unconstrained Bond Fund—I Class, T. Rowe Price International Bond Fund—I Class,
T. Rowe Price International Discovery Fund—I Class, T. Rowe Price International Growth & Income
Fund—I Class, T. Rowe Price International Stock Fund—I Class, T. Rowe Price New Asia Fund—I
Class, T. Rowe Price Overseas Stock Fund—Advisor Class, and T. Rowe Price Overseas Stock Fund—I
Class dated June 19, 2015 (electronically filed with Amendment No. 135 dated August 11, 2015)
(1)(v) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Global Consumer Fund dated April 4, 2016 (electronically
filed with Amendment No. 142 dated April 27, 2016)
(1)(w) Articles
of Amendment of Registrant, on behalf of T. Rowe Price International Growth & Income Fund, T. Rowe
Price International Growth & Income Fund—Advisor Class, T. Rowe Price International Growth &
Income Fund—R Class, and T. Rowe Price International Growth & Income Fund—I Class, dated November 7,
2016 (electronically filed with Amendment No. 144 dated February 24, 2017)
(1)(x) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Africa & Middle East Fund—I Class, T. Rowe
Price Asia Opportunities Fund—I Class, T. Rowe Price Emerging Europe Fund—I Class, T. Rowe Price
Emerging Markets Value Stock Fund—I Class, T. Rowe Price European Stock Fund—I Class, T. Rowe
Price Global Growth Stock Fund—I Class, T. Rowe Price Global Stock Fund—I Class, T. Rowe Price
International Concentrated Equity Fund—I Class, T. Rowe Price Japan Fund—I Class, and T. Rowe Price
Latin America Fund—I Class, dated January 20, 2017 (electronically filed with Amendment No. 144 dated
February 24, 2017)
(1)(y) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Global Industrials Fund—I Class, dated March 20,
2017 (electronically filed with Amendment No. 146 dated April 26, 2017)
(1)(z) Articles
Supplementary of Registrant, on behalf of T. Rowe Price International Bond Fund (USD Hedged), T. Rowe
Price International Bond Fund (USD Hedged)—I Class, and T. Rowe Price International Bond Fund (USD
Hedged)—Advisor Class, dated July 7, 2017 (electronically filed with Amendment No. 149 dated July 26,
2017)
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(1)(aa) Articles Supplementary
of Registrant, on behalf of T. Rowe Price Dynamic Credit Fund and T. Rowe Price Dynamic Credit Fund—I
Class, dated August 15, 2018 (electronically filed with Amendment No. 155 dated September 4, 2018)
(1)(bb) Articles
of Amendment of Registrant, on behalf of T. Rowe Price Emerging Markets Value Stock Fund, T. Rowe Price
Emerging Markets Value Stock Fund—Advisor Class, T. Rowe Price Emerging Markets Value Stock Fund—I Class,
T. Rowe Price International Concentrated Equity Fund, T. Rowe Price International Concentrated Equity
Fund—Advisor Class, and T. Rowe Price International Concentrated Equity Fund—I Class dated February 1,
2019 (electronically filed with Amendment No. 160 dated February 27, 2019)
(1)(cc) Articles Supplementary
of Registrant, on behalf of T. Rowe Price China Evolution Equity Fund and T. Rowe Price China Evolution
Equity Fund—I Class, dated August 9, 2019 (electronically filed with Amendment No. 165 dated October
15, 2019)
(1)(dd) Articles Supplementary
of Registrant, on behalf of T. Rowe Price International Bond Fund (USD Hedged)—Z Class, dated December
3, 2019 (electronically filed with Amendment No. 167 dated December 13, 2019)
(1)(ee) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Dynamic Global Bond Fund—Z Class, T. Rowe
Price Emerging Markets Discovery Stock Fund—Z Class, T. Rowe Price Emerging Markets Bond Fund—Z
Class, T. Rowe Price Emerging Markets Stock Fund—Z Class, T. Rowe Price International Bond Fund—Z
Class, T. Rowe Price International Stock Fund—Z Class, T. Rowe Price International Value Equity Fund—Z
Class, and T. Rowe Price Overseas Stock Fund—Z Class, dated February 17, 2020 (electronically filed
with Amendment No. 170 dated February 26, 2020)
(1)(ff) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Global Impact Equity Fund, T. Rowe Price Global
Impact Equity Fund—I Class, T Rowe Price Africa & Middle East Fund—Z Class, T. Rowe Price Emerging
Europe Fund—Z Class, T. Rowe Price Emerging Markets Local Currency Bond Fund—Z Class, T. Rowe
Price European Stock Fund—Z Class, T. Rowe Price International Discovery Fund—Z Class, T. Rowe
Price Japan Fund—Z Class, T. Rowe Price Latin America Fund—Z Class, and T. Rowe Price New Asia
Fund—Z Class, dated November 5, 2020 (electronically filed with Amendment No. 179 dated February 4
, 2021)
(1)(gg) Articles
Supplementary of Registrant, on behalf of T. Rowe Price Dynamic Credit Fund—Z Class, dated June 27,
2023 (electronically filed with Amendment No. 196 dated August 21, 2023)
(2) By-Laws
of Registrant, as amended May 1, 1991, September 30, 1993, July 21, 1999, February 5, 2003, April 21,
2004, February 8, 2005, July 22, 2008, October 17, 2011, October 22, 2012, July 25, 2018, and July 25,
2022 (electronically filed with Amendment No. 192 dated February 27, 2023)
(3) See Article FIFTH, Capital
Stock, paragraphs (B)-(E) of the Articles of Restatement, and Article II, Shareholders, in its entirety,
and Article VIII, Capital Stock, in its entirety, of the Bylaws
(4)(a) Agreement
and Plan of Reorganization, on behalf of T. Rowe Price Emerging Markets Bond Fund dated May 8, 2024
(electronically filed with Post-Effective Amendment No. 2 dated March 4, 2025)
(4)(b) Agreement and Plan of Reorganization, on behalf of T. Rowe Price International
Disciplined Equity Fund dated February 5, 2024
(5) Inapplicable
(6)(a) Investment
Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe
Price International Bond Fund, dated May 1, 1990 (electronically filed with Amendment No. 42 dated
February 28, 1994)
(6)(b) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
International Stock Fund, dated May 1, 1990 (electronically filed with Amendment No. 42 dated February 28,
1994)
(6)(c) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
International Discovery Fund, dated May 1, 1991 (electronically filed with Amendment No. 42 dated February 28,
1994)
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(6)(d) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
European Stock Fund, dated May 1, 1990 (electronically filed with Amendment No. 42 dated February 28,
1994)
(6)(e) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
New Asia Fund, dated May 1, 1991 (electronically filed with Amendment No. 42 dated February 28, 1994)
(6)(f) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
Japan Fund, dated November 6, 1991 (electronically filed with Amendment No. 42 dated February 28,
1994)
(6)(g) Investment
Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe
Price Latin America Fund, dated November 3, 1993 (filed with Amendment No. 41 dated December 16, 1993)
(6)(h) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
Emerging Markets Bond Fund, dated November 2, 1994 (electronically filed with Amendment No. 44 dated
December 22, 1994)
(6)(i) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
Emerging Markets Stock Fund, dated January 25, 1995 (electronically filed with Amendment No. 49 dated
March 22, 1995)
(6)(j) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
Global Stock Fund, dated November 1, 1995 (electronically filed with Amendment No. 51 dated December 20,
1995)
(6)(k) Investment Management
Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price
International Growth & Income Fund, dated November 4, 1998 (electronically filed with Amendment
No. 56 dated November 19, 1998)
(6)(l) Investment Management
Agreement between Registrant and T. Rowe Price International, Inc., on behalf of T. Rowe Price Emerging
Europe & Mediterranean Fund, dated April 19, 2000 (electronically filed with Amendment No. 62 dated
April 28, 2000)
(6)(m) Investment Subadvisory
Agreement between T. Rowe Price International, Inc. and T. Rowe Price Global Investment Services Limited
with respect to T. Rowe Price International Discovery and T. Rowe Price Japan Funds, dated May 15,
2003 (electronically filed with Amendment No. 69 dated June 30, 2003)
(6)(n) Amendment to Investment
Management Agreements between Registrant and T. Rowe Price Associates, Inc., or T. Rowe Price International
Inc., dated August 1, 2004 (electronically filed with Amendment No. 89 dated February 25, 2005)
(6)(o) Investment Management
Agreement between Registrant and T. Rowe Price International, Inc., on behalf of T. Rowe Price Overseas
Stock Fund, dated October 18, 2006 (electronically filed with Amendment No. 81 dated December 21,
2006)
(6)(p) Investment Management
Agreement between Registrant and T. Rowe Price International, Inc., on behalf of T. Rowe Price Africa
& Middle East Fund, dated April 24, 2007 (electronically filed with Amendment No. 85 dated June 15,
2007)
(6)(q) Investment Management
Agreement between Registrant and T. Rowe Price International, Inc., on behalf of T. Rowe Price Global
Large-Cap Stock Fund, dated July 22, 2008 (electronically filed with Amendment No. 89 dated October 17,
2008)
(6)(r) Investment
Management Sub-Delegation Agreement between T. Rowe Price International, Inc. and T. Rowe Price Global
Toshi Komon, on behalf of T. Rowe Price International Stock Fund, dated June 15, 2009 (electronically
filed with Amendment No. 93 dated December 11, 2009)
(6)(s) Investment
Management Agreement between Registrant and T. Rowe Price International, Inc., on behalf of T. Rowe
Price Global Infrastructure Fund, dated October 20, 2009 (electronically filed with Amendment No. 94
dated January 22, 2010)
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(6)(t) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Africa & Middle East Fund, dated December 31, 2010 (electronically filed with Amendment No. 97
dated February 28, 2011)
(6)(u) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Emerging Europe & Mediterranean Fund, dated December 31, 2010 (electronically filed with Amendment
No. 97 dated February 28, 2011)
(6)(v) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Emerging Markets Stock Fund, dated December 31, 2010 (electronically filed with Amendment No. 97
dated February 28, 2011)
(6)(w) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price European Stock Fund, dated December 31, 2010 (electronically filed with Amendment No. 97 dated
February 28, 2011)
(6)(x) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Global Large-Cap Stock Fund, dated December 31, 2010 (electronically filed with Amendment No. 97
dated February 28, 2011)
(6)(y) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Global Stock Fund, dated December 31, 2010 (electronically filed with Amendment No. 97 dated February 28,
2011)
(6)(z) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Global Infrastructure Fund, dated December 31, 2010 (electronically filed with Amendment No. 97
dated February 28, 2011)
(6)(aa) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price International Discovery Fund, dated December 31, 2010 (electronically filed with Amendment No. 97
dated February 28, 2011)
(6)(bb) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price International Growth & Income Fund, dated December 31, 2010 (electronically filed with Amendment
No. 97 dated February 28, 2011)
(6)(cc) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price International Stock Fund, dated December 31, 2010 (electronically filed with Amendment No. 97
dated February 28, 2011)
(6)(dd) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Japan Fund, dated December 31, 2010 (electronically filed with Amendment No. 97 dated February 28,
2011)
(6)(ee) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Latin America Fund, dated December 31, 2010 (electronically filed with Amendment No. 97 dated
February 28, 2011)
(6)(ff) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price New Asia Fund, dated December 31, 2010 (electronically filed with Amendment No. 97 dated February 28,
2011)
(6)(gg) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Overseas Stock Fund, dated December 31, 2010 (electronically filed with Amendment No. 97 dated
February 28, 2011)
(6)(hh) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price Emerging Markets Bond Fund, dated December 31, 2010 (electronically filed with Amendment No. 99
dated April 29, 2011)
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8
(6)(ii) Restated
Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe
Price International Bond Fund, dated December 31, 2010 (electronically filed with Amendment No. 99 dated
April 29, 2011)
(6)(jj) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Emerging Markets Local Currency Bond Fund and the T. Rowe Price Emerging Markets Local Currency Bond
Fund—Advisor Class, dated February 3, 2011 (electronically filed with Amendment No. 101 dated May 24,
2011)
(6)(kk) Investment
Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd, with
respect to T. Rowe Price Emerging Markets Local Currency Bond Fund, dated February 3, 2011 (electronically
filed with Amendment No. 101 dated May 24, 2011)
(6)(ll) Investment
Management Sub-Delegation Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore
Private Ltd., on behalf of T. Rowe Price International Stock Fund, dated August 1, 2011 (electronically
filed with Amendment No. 103 dated February 27, 2012)
(6)(mm) Amendment
to Investment Management Sub-Delegation Agreement originally between T. Rowe Price International, Inc.
and T. Rowe Price Global Toshi Komon, on behalf of T. Rowe Price Japan Fund, T. Rowe Price International
Discovery Fund, and T. Rowe Price International Stock Fund, dated August 1, 2011 (electronically filed
with Amendment No. 103 dated February 27, 2012)
(6)(nn) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Emerging Markets Corporate Bond Fund and the T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor
Class, dated February 7, 2012 (electronically filed with Amendment No. 104 dated March 7, 2012)
(6)(oo) Investment
Subadvisory Agreement between and among T. Rowe Price Associates, Inc., T. Rowe Price International
Ltd and T. Rowe Price Hong Kong Limited with respect to T. Rowe Price Africa & Middle East Fund,
T. Rowe Price Emerging Europe & Mediterranean Fund, T. Rowe Price Emerging Markets Stock Fund,
T. Rowe Price European Stock Fund, T. Rowe Price International Bond Fund, T. Rowe Price International
Discovery Fund, T. Rowe Price International Growth & Income Fund, T. Rowe Price International Stock
Fund, T. Rowe Price Japan Fund, T. Rowe Price Latin America Fund, and T. Rowe Price New Asia Fund
dated December 31, 2010 (electronically filed with Amendment No. 110 dated February 27, 2013)
(6)(pp) Investment
Management Sub-Delegation Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore
Private Ltd. on behalf of T. Rowe Price Global Infrastructure Fund dated December 31, 2010 (electronically
filed with Amendment No. 110 dated February 27, 2013)
(6)(qq) First
Amendment to Investment Subadvisory Agreement between and among T. Rowe Price Associates, Inc., T. Rowe
Price International Ltd and T. Rowe Price Hong Kong Limited with respect to T. Rowe Price Africa &
Middle East Fund, T. Rowe Price Emerging Europe & Mediterranean Fund, T. Rowe Price Emerging Markets
Stock Fund, T. Rowe Price European Stock Fund, T. Rowe Price International Bond Fund, T. Rowe Price
International Discovery Fund, T. Rowe Price International Growth & Income Fund, T. Rowe Price International
Stock Fund, T. Rowe Price Japan Fund, T. Rowe Price Latin America Fund, and T. Rowe Price New Asia
Fund, dated April 24, 2012 (electronically filed with Amendment No. 110 dated February 27, 2013)
(6)(rr) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Global Industrials Fund, dated July 24, 2013 (electronically filed with Amendment No. 115 dated October 17,
2013)
(6)(ss) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Asia Opportunities Fund and the T. Rowe Price Asia Opportunities Fund—Advisor Class, dated February 4,
2014 (electronically filed with Amendment No. 122 dated May 15, 2014)
(6)(tt) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited with
respect to T. Rowe Price Asia Opportunities Fund, dated February 4, 2014 (electronically filed with
Amendment No. 122 dated May 15, 2014)
(6)(uu) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
International Concentrated Equity Fund and the T. Rowe Price International Concentrated Equity Fund—Advisor
Class, dated April 29, 2014 (electronically filed with Amendment No. 125 dated August 12, 2014)
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9
(6)(vv) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with
respect to T. Rowe Price International Concentrated Equity Fund, dated April 29, 2014 (electronically
filed with Amendment No. 125 dated August 12, 2014)
(6)(ww) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Global High Income Bond Fund and the T. Rowe Price Global High Income Bond Fund—Advisor Class, dated
October 21, 2014 (electronically filed with Amendment No. 127 dated November 7, 2014)
(6)(xx) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Global Unconstrained Bond Fund and the T. Rowe Price Global Unconstrained Bond Fund—Advisor Class,
dated October 21, 2014 (electronically filed with Amendment No. 127 dated November 7, 2014)
(6)(yy) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with
respect to T. Rowe Price Global High Income Bond Fund, dated October 21, 2014 (electronically filed
with Amendment No. 127 dated November 7, 2014)
(6)(zz) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with
respect to T. Rowe Price Global Unconstrained Bond Fund, dated October 21, 2014 (electronically filed
with Amendment No. 127 dated November 7, 2014)
(6)(aaa) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Emerging Markets Value Stock Fund and the T. Rowe Price Emerging Markets Value Stock Fund—Advisor Class,
dated July 27, 2015 (electronically filed with Amendment No. 135 dated August 11, 2015)
(6)(bbb) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited with
respect to T. Rowe Price Emerging Markets Value Stock Fund, dated July 27, 2015 (electronically filed
with Amendment No. 135 dated August 11, 2015)
(6)(ccc) Investment
Management Agreement between Registrant and T. Rowe Price Associates, Inc., on behalf of T. Rowe Price
Global Consumer Fund, dated February 3, 2016 (electronically filed with Amendment No. 142 dated April 27,
2016)
(6)(ddd) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd and
T. Rowe Price Hong Kong Limited with respect to T. Rowe Price Global Stock Fund, dated March 1, 2016
(electronically filed with Amendment No. 151 dated February 26, 2018)
(6)(eee) Investment
Management Agreement between Registrant, on behalf of T. Rowe Price International Bond Fund (USD Hedged),
and T. Rowe Price Associates, Inc., dated July 25, 2017 (electronically filed with Amendment No. 149
dated July 26, 2017)
(6)(fff) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with
respect to T. Rowe Price International Bond Fund (USD Hedged) dated July 25, 2017 (electronically filed
with Amendment No. 151 dated February 26, 2018)
(6)(ggg) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Japan, Inc., with respect
to T. Rowe Price International Discovery Fund, dated April 1, 2018 (electronically filed with Amendment
No. 153 dated April 26, 2018)
(6)(hhh) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Japan, Inc., with respect
to T. Rowe Price Japan Fund, dated April 1, 2018 (electronically filed with Amendment No. 153 dated
April 26, 2018)
(6)(iii) Amendment
to Restated Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., on
behalf of T. Rowe Price International Bond Fund, dated August 1, 2017 (electronically filed with Amendment
No. 153 dated April 26, 2018)
(6)(jjj) Investment
Management Agreement between Registrant, on behalf of T. Rowe Price Dynamic Credit Fund, and T. Rowe
Price Associates, Inc., dated July 24, 2018 (electronically filed with Amendment No. 155 dated September 4,
2018)
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10
(6)(kkk) Investment
Management Agreement between Registrant, on behalf of T. Rowe Price China Evolution Equity Fund, and
T. Rowe Price Associates, Inc., dated July 31, 2019 (electronically filed with Amendment No. 182 dated
August 9, 2019)
(6)(lll) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited, with
respect to T. Rowe Price China Evolution Equity Fund, dated July 31, 2019 (electronically filed with
Amendment No. 182 dated August 9, 2019)
(6)(mmm) Amendment
to Investment Management Agreement between T. Rowe Price Associates, Inc. and the Registrant, on behalf
of T. Rowe Price Emerging Markets Discovery Stock Fund, dated October 1, 2019 (electronically filed with
Amendment No. 170 dated February 26, 2020)
(6)(nnn) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Emerging Markets Corporate
Bond Fund, and T. Rowe Price Associates, Inc., dated October 1, 2019 (electronically filed with Amendment
No. 172 dated April 28, 2020)
(6)(ooo) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Global High Income
Bond Fund, and T. Rowe Price Associates, Inc., dated October 1, 2019 (electronically filed with Amendment
No. 172 dated April 28, 2020)
(6)(ppp) Amendment
to Restated Investment Management Agreement between Registrant, on behalf of T. Rowe Price International
Stock Fund, and T. Rowe Price Associates, Inc., dated September 1, 2020 (electronically filed on
Form N-14
dated June 8, 2020)
(6)(qqq) Amendment
to Restated Investment Management Agreement between Registrant, on behalf of T. Rowe Price Overseas
Stock Fund, and T. Rowe Price Associates, Inc., dated September 1, 2020 (electronically filed on Form
N-14 dated June 8, 2020)
(6)(rrr) Investment
Management Agreement between Registrant, on behalf of T. Rowe Price Global Impact Equity Fund, and T. Rowe
Price Associates, Inc., dated October 26, 2020 (electronically filed with Amendment No. 174 dated November 4,
2020)
(6)(sss) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with
respect to T. Rowe Price Global Impact Equity Fund, dated October 26, 2020 (electronically filed with
Amendment No. 174 dated November 4, 2020)
(6)(ttt) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore Private Ltd.
with respect to T. Rowe Price Asia Opportunities Fund, dated July 1, 2020 (electronically filed with
Amendment No. 182 dated February 24, 2021)
(6)(uuu) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore Private Ltd.
with T. Rowe Price International Funds, Inc. on behalf of T. Rowe Price Emerging Markets Stock Fund,
dated April 1, 2021 (electronically filed with Amendment No. 184 dated April 28, 2021)
(6)(vvv) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Dynamic Credit Fund,
and T. Rowe Price Associates, Inc., dated October 1, 2021 (electronically filed with Amendment No. 189
dated April 28, 2022)
(6)(www) Amendment
to Restated Investment Management Agreement between Registrant, on behalf of T. Rowe Price Emerging
Markets Bond Fund, and T. Rowe Price Associates, Inc., dated October 1, 2021 (electronically filed with
Amendment No. 189 dated April 28, 2022)
(6)(xxx) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Emerging Markets Corporate
Bond Fund, and T. Rowe Price Associates, Inc., dated October 1, 2021 (electronically filed with Amendment
No. 189 dated April 28, 2022)
(6)(yyy) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Emerging Markets Local
Currency Bond Fund, and T. Rowe Price Associates, Inc., dated October 1, 2021 (electronically filed
with Amendment No. 189 dated April 28, 2022)
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11
(6)(zzz) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Global High Income
Bond Fund, and T. Rowe Price Associates, Inc., dated October 1, 2021 (electronically filed with Amendment
No. 189 dated April 28, 2022)
(6)(aaaa) Investment
Subadvisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited with
respect to each Fund set forth on Schedule 1, dated February 2, 2022 (electronically filed with Amendment
No. 189 dated April 28, 2022)
(6)(bbbb) Investment
Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with
respect to each Fund set forth on Schedule 1, dated May 1, 2022, as amended September 1, 2022, November 1,
2022, December 1, 2022, December 5, 2022, May 1, 2023, and February 5, 2024 (electronically filed
with Amendment No. 201 dated April 25, 2024)
(6)(cccc) Investment
Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited with
respect to each Fund set forth on Schedule 1, dated May 1, 2022, as amended August 1, 2022
(electronically filed with Amendment No. 201 dated April 25, 2024)
(6)(dddd) Investment
Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Japan, Inc. with respect
to each Fund set forth on Schedule 1, dated May 1, 2022 (electronically filed with Amendment No. 201
dated April 25, 2024)
(6)(eeee) Investment
Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore Private Ltd.
with respect to each Fund set forth on Schedule 1, dated May 1, 2022 (electronically filed
with Amendment No. 201 dated April 25, 2024)
(6)(ffff) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price International Disciplined
Equity Fund (f/k/a T. Rowe Price International Concentrated Equity Fund), and T. Rowe Price Associates
Inc., dated February 5, 2024 (electronically filed on Form N-14/A dated August 7, 2024)
(6)(gggg) Amendment
to Investment Management Agreement between Registrant, on behalf of T. Rowe Price Emerging Markets Bond
Fund, and T. Rowe Price Associates Inc., dated September 1, 2024 (electronically filed
on Form N-14/A dated August 7, 2024)
(7)(a) Underwriting
Agreement between Registrant and T. Rowe Price Investment Services, Inc., dated May 1, 2003 (electronically
filed with Amendment No. 68 dated April 29, 2003)
(7)(b) Amendment
to Underwriting Agreements between each T. Rowe Price Fund listed on Schedule A and T. Rowe Price Investment
Services, Inc., dated February 6, 2017 (electronically filed with Amendment No. 153 dated April 26,
2018)
(8) Inapplicable
(9)(a) Custodian
Agreement between T. Rowe Price Funds and State Street Bank and Trust Company, dated January 28, 1998,
as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25,
2000, February 7, 2001, June 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4,
2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19,
2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23,
2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20,
2009, February 10, 2010, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15,
2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7,
2012, March 14, 2013, April 4, 2013, April 22, 2013, July 1, 2013, July 24, 2013, February 4, 2014,
March 19, 2014, May 14, 2014, June 5, 2014, August 5, 2014, November 21, 2014, June 8, 2015, July 16,
2015, July 30, 2015, July 31, 2015, August 3, 2015, September 16, 2015, September 18, 2015, October 27,
2015, February 23, 2016, April 8, 2016, May 2, 2016, July 12, 2016, August 1, 2016, October 3,
2016, April 25, 2017, June 28, 2017, July 24, 2017, August 10, 2017, September 15, 2017, October 30,
2017, February 5, 2018, August 9, 2018, April 5, 2019, April 15, 2019, August 26, 2019, November 15,
2019, February 13, 2020, October 16, 2020, November 20, 2020, February 4, 2021, May 1, 2023, September 15,
2023, and December 1, 2023 (electronically filed with Amendment No. 201 dated April 25,
2024)
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12
(9)(b) Global
Custody Agreement between JPMorgan Chase Bank and T. Rowe Price Funds, dated January 3, 1994, as amended
April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996,
July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9,
2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24,
2002, July 23, 2003, October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18,
2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21,
2008, April 22, 2009, October 1, 2009, October 20, 2009, December 16, 2009, February 10, 2010, April 29,
2010, July 21, 2010, February 3, 2011, April 21, 2011, July 29, 2011, October 17, 2011, February 8,
2012, April 24, 2012, February 5, 2013, March 5, 2013, July 24, 2013, December 10, 2013, February 4,
2014, July 17, 2014, December 22, 2014, July 31, 2015, February 26, 2016, April 21, 2016, July 15,
2016, July 26, 2016, May 1, 2017, July 28, 2017, September 25, 2017, October 13, 2017, December 15,
2017, February 1, 2018, May 1, 2018, October 1, 2018, January 25, 2019, August 30, 2019, October 3,
2019, January 30, 2020, September 9, 2020, October 30, 2020, December 10, 2020, February 25, 2021,
May 12, 2021, December 22, 2021, March 11, 2022, May 20, 2022, October 7, 2022, January 20, 2023,
March 23, 2023, July 10, 2023, and September 12, 2023 (electronically filed with Amendment No. 201
dated April 25, 2024)
(10)(a) Rule 12b-1 Plan for
the T. Rowe Price International Stock Fund—Advisor Class, dated May 1, 2003 (electronically filed with
Amendment No. 68 dated April 29, 2003)
(10)(b) Rule
12b-1 Plan for the T. Rowe Price International Bond Fund—Advisor Class, dated May 1, 2003 (electronically
filed with Amendment No. 68 dated April 29, 2003)
(10)(c) Rule
12b-1 Plan for the T. Rowe Price International Stock Fund—R Class, dated May 1, 2003 (electronically
filed with Amendment No. 68 dated April 29, 2003)
(10)(d) Rule
12b-1 Plan for the T. Rowe Price International Growth & Income Fund—Advisor Class, dated May 1,
2003 (electronically filed with Amendment No. 68 dated April 29, 2003)
(10)(e) Rule 12b-1 Plan for
the T. Rowe Price International Growth & Income Fund—R Class, dated May 1, 2003 (electronically
filed with Amendment No. 68 dated April 29, 2003)
(10)(f) Rule
12b-1 Plan for the T. Rowe Price Global Stock Fund—Advisor Class, dated April 28, 2006 (electronically
filed with Amendment No. 75 dated February 27, 2006)
(10)(g) Rule
12b-1 Plan for the T. Rowe Price Global Large-Cap Stock Fund—Advisor Class, dated October 27, 2008
(electronically filed with Amendment No. 88 dated August 7, 2008)
(10)(h) Rule 12b-1 Plan for
the T. Rowe Price Global Infrastructure Fund—Advisor Class, dated January 27, 2010 (electronically
filed with Amendment No. 92 dated November 12, 2009)
(10)(i) Form
of Distribution and Service Agreement to be used by T. Rowe Price Investment Services, Inc. (electronically
filed with Amendment No. 60 dated March 27, 2000)
(10)(j) Rule
12b-1 Plan for the T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class dated May 26,
2011 (electronically filed with Amendment No. 101 dated May 24, 2011)
(10)(k) Rule
12b-1 Plan for the T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class dated May 24,
2012 (electronically filed with Amendment No. 104 dated March 7, 2012)
(10)(l) Rule
12b-1 Plan for the T. Rowe Price Asia Opportunities Fund—Advisor Class dated May 21, 2014 (electronically
filed with Amendment No. 118 dated March 5, 2014)
(10)(m) Rule
12b-1 Plan for the T. Rowe Price International Concentrated Equity Fund—Advisor Class dated August 22,
2014 (electronically filed with Amendment No. 124 dated June 3, 2014)
(10)(n) Rule
12b-1 Plan for the T. Rowe Price Global High Income Bond Fund—Advisor Class dated January 22, 2015
(electronically filed with Amendment No. 127 dated November 7, 2014)
(10)(o) Rule
12b-1 Plan for the T. Rowe Price Global Unconstrained Bond Fund—Advisor Class dated January 22, 2015
(electronically filed with Amendment No. 127 dated November 7, 2014)
(10)(p) Rule
12b-1 Plan for T. the Rowe Price Emerging Markets Value Stock Fund—Advisor Class dated August 24,
2015 (electronically filed with Amendment No. 135 dated August 11, 2015)
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13
(10)(q) Rule
12b-1 Plan for the T. Rowe Price Emerging Markets Bond Fund—Advisor Class dated August 28, 2015 (electronically
filed with Amendment No. 135 dated August 11, 2015)
(10)(r) Rule
12b-1 Plan for the T. Rowe Price Overseas Stock Fund—Advisor Class dated August 28, 2015 (electronically
filed with Amendment No. 135 dated August 11, 2015)
(10)(s) Rule
12b-1 Plan for the T. Rowe Price International Bond Fund (USD Hedged)—Advisor Class dated September 12,
2017 (electronically filed with Amendment No. 149 dated July 26, 2017)
(10)(t) Rule 18f-3 Plan for
the T. Rowe Price International Stock Fund and T. Rowe Price International Stock Fund—Advisor Class
dated February 9, 2000 (electronically filed with Amendment No. 60 dated March 27, 2000)
(10)(u) Rule 18f-3 Plan for
the T. Rowe Price International Bond Fund and T. Rowe Price International Bond Fund—Advisor Class dated
February 9, 2000 (electronically filed with Amendment No. 60 dated March 27, 2000)
(10)(v) Rule 18f-3 Plan for
the T. Rowe Price International Stock Fund, T. Rowe Price International Stock Fund—Advisor Class, and
T. Rowe Price International Stock Fund—R Class dated July 24, 2002 (electronically filed with Amendment
No. 66 dated September 3, 2002)
(10)(w) Rule
18f-3 Plan for the T. Rowe Price International Growth & Income Fund, T. Rowe Price International
Growth & Income Fund—Advisor Class, and T. Rowe Price International Growth & Income Fund—R Class
dated July 24, 2002 (electronically filed with Amendment No. 66 dated September 3, 2002)
(10)(x) Rule 18f-3 Plan for
the T. Rowe Price Global Stock Fund and T. Rowe Price Global Stock Fund—Advisor Class dated April 28,
2006 (electronically filed with Amendment No. 75 dated February 27, 2006)
(10)(y) Rule 18f-3 Plan for
the T. Rowe Price Global Large-Cap Stock Fund and T. Rowe Price Global Large-Cap Stock Fund—Advisor
Class dated October 27, 2008 (electronically filed with Amendment No. 88 dated August 7, 2008)
(10)(z) Rule 18f-3 Plan for
the T. Rowe Price Global Infrastructure Fund and T. Rowe Price Global Infrastructure Fund—Advisor Class
dated January 27, 2010 (electronically filed with Amendment No. 92 dated November 12, 2009)
(10)(aa) Rule 18f-3 Plan for
the T. Rowe Price Emerging Markets Local Currency Bond Fund and T. Rowe Price Emerging Markets Local
Currency Bond Fund—Advisor Class dated May 26, 2011 (electronically filed with Amendment No. 101
dated May 24, 2011)
(10)(bb) Rule
18f-3 Plan for the T. Rowe Price Emerging Markets Corporate Bond Fund and T. Rowe Price Emerging Markets
Corporate Bond Fund—Advisor Class dated May 24, 2012 (electronically filed with Amendment No. 104
dated March 7, 2012)
(10)(cc) Rule
18f-3 Plan for the T. Rowe Price Asia Opportunities Fund and T. Rowe Price Asia Opportunities Fund—Advisor
Class dated May 21, 2014 (electronically filed with Amendment No. 118 dated March 5, 2014)
(10)(dd) Rule
18f-3 Plan for the T. Rowe Price International Concentrated Equity Fund and T. Rowe Price International
Concentrated Equity Fund—Advisor Class dated August 22, 2014 (electronically filed with Amendment
No. 124 dated June 3, 2014)
(10)(ee) Rule
18f-3 Plan for the T. Rowe Price Global High Income Bond Fund and T. Rowe Price Global High Income Bond
Fund—Advisor Class dated January 22, 2015 (electronically filed with Amendment No. 127 dated November
7, 2014)
(10)(ff) Rule
18f-3 Plan for the T. Rowe Price Global Unconstrained Bond Fund and T. Rowe Price Global Unconstrained
Bond Fund—Advisor Class dated January 22, 2015 (electronically filed with Amendment No. 127 dated
November 7, 2014)
(10)(gg) Rule
18f-3 Plan for the T. Rowe Price Emerging Markets Bond Fund, T. Rowe Price Emerging Markets Bond Fund—Advisor
Class, and T. Rowe Price Emerging Markets Bond Fund—I Class dated August 28, 2015 (electronically
filed with Amendment No. 135 dated August 11, 2015)
(10)(hh) Rule
18f-3 Plan for the T. Rowe Price Emerging Markets Stock Fund and T. Rowe Price Emerging Markets Stock
Fund—I Class dated August 28, 2015 (electronically filed with Amendment No. 135 dated August 11,
2015)
(10)(ii) Rule
18f-3 Plan for the T. Rowe Price Emerging Markets Value Stock Fund and T. Rowe Price Emerging Markets
Value Stock Fund—Advisor Class dated August 24, 2015 (electronically filed with Amendment No. 135
dated August 11, 2015)
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14
(10)(jj) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global High Income Bond Fund, T. Rowe Price Global
High Income Bond Fund—Advisor Class, and T. Rowe Price Global High Income Bond Fund—I Class dated
August 28, 2015 (electronically filed with Amendment No. 135 dated August 11, 2015)
(10)(kk) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global Unconstrained Bond Fund, T. Rowe Price Global
Unconstrained Bond Fund—Advisor Class, and T. Rowe Price Global Unconstrained Bond Fund—I Class
dated August 28, 2015 (electronically filed with Amendment No. 135 dated August 11, 2015)
(10)(ll) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Bond Fund, T. Rowe Price International
Bond Fund—Advisor Class, and T. Rowe Price International Bond Fund—I Class dated August 28, 2015
(electronically filed with Amendment No. 135 dated August 11, 2015)
(10)(mm) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Growth & Income Fund, T. Rowe
Price International Growth & Income Fund—Advisor Class, T. Rowe Price International Growth &
Income Fund—R Class, and T. Rowe Price International Growth & Income Fund—I Class dated August 28,
2015 (electronically filed with Amendment No. 135 dated August 11, 2015)
(10)(nn) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Stock Fund, T. Rowe Price International
Stock Fund—Advisor Class, T. Rowe Price International Stock Fund—R Class, and T. Rowe Price International
Stock Fund—I Class dated August 28, 2015 (electronically filed with Amendment No. 135 dated August 11,
2015)
(10)(oo) Rule
18f-3 Plan for the T. Rowe Price Overseas Stock Fund, T. Rowe Price Overseas Stock Fund—Advisor Class,
and T. Rowe Price Overseas Stock Fund—I Class dated August 28, 2015 (electronically filed with Amendment
No. 135 dated August 11, 2015)
(10)(pp) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Corporate Bond Fund, T. Rowe Price
Emerging Markets Corporate Bond Fund—Advisor Class, and T. Rowe Price Emerging Markets Corporate Bond
Fund—I Class dated December 17, 2015 (electronically filed with Amendment No. 137 dated December 8,
2015)
(10)(qq) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Local Currency Bond Fund, T. Rowe
Price Emerging Markets Local Currency Bond Fund—Advisor Class, and T. Rowe Price Emerging Markets
Local Currency Bond Fund—I Class dated December 17, 2015 (electronically filed with Amendment No. 137
dated December 8, 2015)
(10)(rr) Rule
18f-3 Plan for the T. Rowe Price International Discovery Fund and T. Rowe Price International Discovery
Fund—I Class dated December 17, 2015 (electronically filed with Amendment No. 137 dated December 8,
2015)
(10)(ss) Rule
18f-3 Plan for the T. Rowe Price New Asia Fund and T. Rowe Price New Asia Fund—I Class dated December 17,
2015 (electronically filed with Amendment No. 137 dated December 8, 2015)
(10)(tt) Rule
18f-3 Plan for the T. Rowe Price Africa & Middle East Fund and T. Rowe Price Africa & Middle
East Fund—I Class dated March 6, 2017 (electronically filed with Amendment No. 144 dated February 24,
2017)
(10)(uu) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Asia Opportunities Fund, T. Rowe Price Asia Opportunities
Fund—Advisor Class, and T. Rowe Price Asia Opportunities Fund—I Class dated March 6, 2017 (electronically
filed with Amendment No. 144 dated February 24, 2017)
(10)(vv) Rule
18f-3 Plan for the T. Rowe Price Emerging Europe Fund and T. Rowe Price Emerging Europe Fund—I Class
dated March 6, 2017 (electronically filed with Amendment No. 144 dated February 24, 2017)
(10)(ww) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Value Stock Fund, T. Rowe Price
Emerging Markets Value Stock Fund—Advisor Class, and T. Rowe Price Emerging Markets Value Stock Fund—I Class
dated March 6, 2017 (electronically filed with Amendment No. 144 dated February 24, 2017)
(10)(xx) Rule
18f-3 Plan for the T. Rowe Price European Stock Fund and T. Rowe Price European Stock Fund—I Class,
dated March 6, 2017 (electronically filed with Amendment No. 144 dated February 24, 2017)
(10)(yy) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global Growth Stock Fund, T. Rowe Price Global Growth
Stock Fund—Advisor Class, and T. Rowe Price Global Growth Stock Fund—I Class dated March 6, 2017
(electronically filed with Amendment No. 144 dated February 24, 2017)
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15
(10)(zz) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global Stock Fund, T. Rowe Price Global Stock Fund—Advisor
Class, and T. Rowe Price Global Stock Fund—I Class dated March 6, 2017 (electronically filed with
Amendment No. 144 dated February 24, 2017)
(10)(aaa) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Concentrated Equity Fund, T. Rowe
Price International Concentrated Equity Fund—Advisor Class, and T. Rowe Price International Concentrated
Equity Fund—I Class dated March 6, 2017 (electronically filed with Amendment No. 144 dated February
24, 2017)
(10)(bbb) Rule
18f-3 Plan for the T. Rowe Price Japan Fund and T. Rowe Price Japan Fund—I Class dated March 6,
2017 (electronically filed with Amendment No. 144 dated February 24, 2017)
(10)(ccc) Rule
18f-3 Plan for the T. Rowe Price Latin America Fund and T. Rowe Price Latin America Fund—I Class
dated March 6, 2017 (electronically filed with Amendment No. 144 dated February 24, 2017)
(10)(ddd) Rule
18f-3 Plan for the T. Rowe Price Global Industrials Fund and T. Rowe Price Global Industrials Fund—I Class
dated May 3, 2017 (electronically filed with Amendment No. 146 dated April 26, 2017)
(10)(eee) Rule
18f-3 Plan for the T. Rowe Price International Bond Fund (USD Hedged), T. Rowe Price International Bond
Fund (USD Hedged)—Advisor Class, and T. Rowe Price International Bond Fund (USD Hedged)—I Class
dated September 12, 2017 (electronically filed with Amendment No. 149 dated July 26, 2017)
(10)(fff) Rule
18f-3 Plan for the T. Rowe Price Dynamic Credit Fund and T. Rowe Price Dynamic Credit Fund—I Class
dated January 10, 2019 (electronically filed with Amendment No. 155 dated September 4, 2018)
(10)(ggg) Rule
18f-3 Plan for the T. Rowe Price China Evolution Equity Fund and T. Rowe Price China Evolution Equity
Fund—I Class dated December 3, 2019 (electronically filed with Amendment No. 182 dated August 9,
2019)
(10)(hhh) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Bond Fund (USD Hedged), T. Rowe Price
International Bond Fund (USD Hedged)—Advisor Class, T. Rowe Price International Bond Fund (USD Hedged)—I Class,
and T. Rowe Price International Bond Fund (USD Hedged)—Z Class, dated December 3, 2019 (electronically
filed with Amendment No. 168 dated February 6, 2020)
(10)(iii) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Disciplined Equity Fund, T Rowe Price
International Disciplined Equity Fund—Advisor Class, and T. Rowe Price International Disciplined Equity
Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 170 dated February 26,
2020)
(10)(jjj) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global Growth Stock Fund, T. Rowe Price Global Growth
Stock Fund—Advisor Class, and T. Rowe Price Global Growth Stock Fund—I Class, dated October 1, 2019
(electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(kkk) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Africa & Middle East Fund and T. Rowe Price Africa
& Middle East Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 170
dated February 26, 2020)
(10)(lll) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Asia Opportunities Fund, T. Rowe Price Asia Opportunities
Fund—Advisor Class, and T. Rowe Price Asia Opportunities Fund—I Class, dated October 1, 2019 (electronically
filed with Amendment No. 170 dated February 26, 2020)
(10)(mmm) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Europe Fund and T. Rowe Price Emerging Europe
Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 170 dated February 26,
2020)
(10)(nnn) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price European Stock Fund and T. Rowe Price European Stock
Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 170 dated February 26,
2020)
(10)(ooo) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global Stock Fund, T. Rowe Price Global Stock Fund—Advisor
Class, and T. Rowe Price Global Stock Fund—I Class, dated October 1, 2019 (electronically filed with
Amendment No. 170 dated February 26, 2020)
(10)(ppp) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Discovery Fund and T. Rowe Price International
Discovery Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 170 dated February
26, 2020)
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16
(10)(qqq) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Japan Fund and T. Rowe Price Japan Fund—I Class,
dated October 1, 2019 (electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(rrr) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Latin America Fund and T. Rowe Price Latin America
Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 170 dated February 26,
2020)
(10)(sss) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price New Asia Fund and T. Rowe Price New Asia Fund—I Class,
dated October 1, 2019 (electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(ttt) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Bond Fund, T. Rowe Price Emerging
Markets Bond Fund—Advisor Class, T. Rowe Price Emerging Markets Bond Fund—I Class, and T. Rowe Price
Emerging Markets Bond Fund —Z Class, dated February 18, 2020 (electronically filed with Amendment No. 170
dated February 26, 2020)
(10)(uuu) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Dynamic Global Bond Fund, T. Rowe Price Dynamic Global
Bond Fund—Advisor Class, T. Rowe Price Dynamic Global Bond—I Class, and T. Rowe Price Dynamic Global
Fund—Z Class, dated February 18, 2020 (electronically filed with Amendment No. 170 dated February
26, 2020)
(10)(vvv) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Stock Fund, T. Rowe Price International
Stock Fund—Advisor Class, T. Rowe Price International Stock Fund—R Class, T. Rowe Price International
Stock Fund—I Class, and T. Rowe Price International Stock Fund—Z Class, dated February 18, 2020
(electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(www) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Discovery Stock Fund, T. Rowe Price
Emerging Markets Discovery Stock Fund—Advisor Class, T. Rowe Price Emerging Markets Discovery Stock
Fund—I Class, and T. Rowe Price Emerging Markets Discovery Stock Fund—Z Class, dated February 18,
2020 (electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(xxx) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Bond Fund, T. Rowe Price International
Bond Fund—Advisor Class, T. Rowe Price International Bond Fund—I Class, and T. Rowe Price International
Bond Fund—Z Class, dated February 18, 2020 (electronically filed with Amendment No. 170 dated February
26, 2020)
(10)(yyy) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Stock Fund, T. Rowe Price Emerging
Markets Stock Fund—I Class, and T. Rowe Price Emerging Markets Stock Fund—Z Class, dated February 18,
2020 (electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(zzz) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Value Equity Fund, T. Rowe Price International
Value Equity Fund—Advisor Class, T. Rowe Price International Value Equity Fund—R Class, T. Rowe
Price International Value Equity Fund—I Class, and T. Rowe Price International Value Equity Fund—Z Class,
dated February 18, 2020 (electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(aaaa) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Overseas Stock Fund, T. Rowe Price Overseas Stock
Fund—Advisor Class, T. Rowe Price Overseas Stock Fund—I Class, and T. Rowe Price Overseas Stock Fund—Z Class,
dated February 18, 2020 (electronically filed with Amendment No. 170 dated February 26, 2020)
(10)(bbbb) Amended and Restated
Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Corporate Bond Fund, T. Rowe Price Emerging Markets
Corporate Bond Fund—Advisor Class, and T. Rowe Price Emerging Markets Corporate Bond Fund—I Class,
dated October 1, 2019 (electronically filed with Amendment No. 172 dated April 28, 2020)
(10)(cccc) Amended and Restated
Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Local Currency Bond Fund, T. Rowe Price Emerging
Markets Local Currency Bond Fund—Advisor Class, and T. Rowe Price Emerging Markets Local Currency Bond
Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 172 dated April 28, 2020)
(10)(dddd) Amended and Restated
Rule 18f-3 Plan for the T. Rowe Price Global High Income Bond Fund, T. Rowe Price Global High Income
Bond Fund—Advisor Class, and T. Rowe Price Global High Income Bond Fund—I Class, dated October 1,
2019 (electronically filed with Amendment No. 172 dated April 28, 2020)
(10)(eeee) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Global Industrials Fund and T. Rowe Price Global Industrials
Fund—I Class, dated October 1, 2019 (electronically filed with Amendment No. 172 dated April 28, 2020)
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17
(10)(ffff) Rule 18f-3 Plan for
the T. Rowe Price Global Impact Equity Fund and T. Rowe Price Global Impact Equity Fund—I Class,
dated March 17, 2021 (electronically filed with Amendment No. 174 dated November 4, 2020)
(10)(gggg) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Africa & Middle East Fund, T. Rowe Price Africa
& Middle East Fund—I Class, and T. Rowe Price Africa & Middle East Fund—Z Class, dated February
22, 2021 (electronically filed with Amendment No. 175 dated December 11, 2020)
(10)(hhhh) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Europe Fund, T. Rowe Price Emerging Europe
Fund—I Class, and T. Rowe Price Emerging Europe Fund—Z Class, dated February 22, 2021 (electronically
filed with Amendment No. 175 dated December 11, 2020)
(10)(iiii) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Emerging Markets Local Currency Bond Fund, T. Rowe
Price Emerging Markets Local Currency Bond Fund—Advisor Class, T. Rowe Price Emerging Markets Local
Currency Bond Fund—I Class, and T. Rowe Price Emerging Markets Local Currency Bond Fund—Z Class,
dated February 22, 2021 (electronically filed with Amendment No. 175 dated December 11, 2020)
(10)(jjjj) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price European Stock Fund, T. Rowe Price European Stock
Fund—I Class, and T. Rowe Price European Stock Fund—Z Class, dated February 22, 2021 (electronically
filed with Amendment No. 175 dated December 11, 2020)
(10)(kkkk) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price International Discovery Fund, T. Rowe Price International
Discovery Fund—I Class, and T. Rowe Price International Discovery Fund—Z Class, dated February 22,
2021 (electronically filed with Amendment No. 175 dated December 11, 2020)
(10)(llll) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Japan Fund, T. Rowe Price Japan Fund—I Class,
and T. Rowe Price Japan Fund—Z Class, dated February 22, 2021 (electronically filed with Amendment
No. 175 dated December 11, 2020)
(10)(mmmm) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Latin America Fund, T. Rowe Price Latin America Fund
I Class, and T. Rowe Price Latin America Fund—Z Class, dated February 22, 2021 (electronically
filed with Amendment No. 175 dated December 11, 2020)
(10)(nnnn) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price New Asia Fund, T. Rowe Price New Asia Fund—I Class,
and T. Rowe Price New Asia Fund—Z Class, dated February 22, 2021 (electronically filed with Amendment
No. 175 dated December 11, 2020)
(10)(oooo) Amended
and Restated Rule 18f-3 Plan for the T. Rowe Price Dynamic Credit Fund, T. Rowe Price Dynamic Credit
Fund—I Class, and T. Rowe Price Dynamic Credit Fund—Z Class, dated July 26, 2023 (electronically
filed with Amendment No. 196 dated August 21, 2023)
(11) Opinion
of Counsel as to the legality of securities - is filed herewith as Exhibit 11 (electronically filed
with Post-Effective Amendment No. 1 to the Registrant’s registration statement filed on form N-14 dated
August 13, 2024)
(12) Opinion
and Consent of Willkie Farr & Gallagher LLP with respect to tax consequences
(13)(a) Transfer
Agency and Service Agreement between T. Rowe Price Services, Inc. and T. Rowe Price Funds, dated January 1,
2024, as amended March 1, 2024 (electronically filed with Amendment No. 201 dated April
25, 2024)
(13)(b) Agreement
between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1,
2014, as amended February 4, 2014, April 29, 2014, November 1, 2014, December 29, 2014, January 20,
2015, July 1, 2015, and July 27, 2015 (electronically filed with Amendment No. 142 dated April 27,
2016)
(13)(c) Agreement
between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting and Related
Administrative Services, dated August 1, 2015, as amended November 3, 2015, April 27, 2016, July 19,
2016, August 1, 2016, October 25, 2016, April 18, 2017, July 17, 2017, October 30, 2017, August 9,
2018, August 1, 2019, June 5, 2020, and October 5, 2020 (electronically filed with Amendment No. 189
dated April 28, 2022)
(13)(d) Agreement
between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting and Related
Administrative Services, dated January 4, 2021 (electronically filed with Amendment No. 189
dated April 28, 2022)
(13)(e) Amended
and Restated Agreement between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting
and Related Administrative Services, dated February 1, 2024, as amended March 1, 2024
(electronically filed with Amendment No. 201 dated April 25, 2024)
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18
(13)(f) Fund
Accounting Agreement between T. Rowe Price Funds, T. Rowe Price Associates, Inc. and The Bank of New
York Mellon, dated August 1, 2015, as amended December 9, 2015, February 23, 2016, April 27, 2016, April 30,
2016, July 19, 2016, August 1, 2016, September 28, 2016, October 25, 2016, December 22, 2016, May 9,
2017, July 17, 2017, October 1, 2017, October 30, 2017, June 21, 2018, June 22, 2018, October 1, 2018,
November 27, 2018, August 26, 2019, June 5, 2020, October 5, 2020, January 4, 2021, September 1,
2021, June 23, 2022, August 31, 2022, November 16, 2022, May 15, 2023, July 5, 2023, September 1,
2023, November 13, 2023, December 15, 2023, January 2, 2024, and February 8, 2024
(electronically filed on Form N-14 dated August 7, 2024)
(13)(g) Fund
Accounting Agreement Side Letter between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds in
connection with the Fund Accounting Agreement between the T. Rowe Price Funds, T. Rowe Price Associates,
Inc. and The Bank of New York Mellon dated February 28, 2017, as amended April 18, 2017, July 17, 2017,
October 30, 2017, August 9, 2018, August 30, 2019, June 5, 2020, October 5, 2020, January 4, 2021,
and September 1, 2021 (electronically filed
with Amendment No. 196 dated August 21, 2023)
(13)(h) Agreement
between T. Rowe Price Retirement Plan Services, Inc. and the T. Rowe Price Funds, dated January 1,
2024, as amended March 1, 2024 (electronically filed with Amendment No. 201 dated April 25,
2024)
(14) Consent
of Independent Registered Public Accounting Firm (electronically filed with Post-Effective
Amendment No. 1 to the Registrant’s registration statement filed on form N-14 dated August 13, 2024)
(15) Inapplicable
(16) Power of Attorney
Item 17. Undertakings
(1) The
undersigned registrant agrees that prior to any public reoffering of the securities registered through
the use of a prospectus which is part of this registration statement by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus
will contain the information called for by the applicable registration form for the reofferings by persons
who may be deemed underwriters, in addition to the information called for by the other items of the applicable
form.
(2) The undersigned registrant
agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment
to the registration statement and will not be used until the amendment is effective, and that, in determining
any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The
undersigned registrant agrees that, in response to Exhibit 12 required by Item 16, the Opinion and Consent
of Counsel - Willkie Farr & Gallagher LLP, regarding certain tax matters, will be filed as part of
an amendment to the registration statement
Page
19
As
required by the Securities Act of 1933, this Registrant Statement has been signed on behalf of the Registrant,
in the City of Baltimore, and State of Maryland, on the 6th day of March, 2025.
T.
Rowe Price International Funds, Inc.
/s/David Oestreicher
By: David Oestreicher
Director and President
As
required by the Securities Act of 1933, as amended, this Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
| | | |
Signature | Title | Date |
| | | |
| | | |
/s/David Oestreicher | Director and President | March 6, 2025 |
David Oestreicher | (Principal Executive Officer) | |
| | | |
| | | |
/s/Alan S. Dupski | Treasurer and Vice President | March 6, 2025 |
Alan S. Dupski | (Principal Financial Officer | |
| | and Principal Accounting
Officer) | |
| | | |
* | | |
Teresa
Bryce Bazemore | Director | March
6, 2025 |
| | | |
| | | |
* | | |
Melody
Bianchetto | Director | March 6, 2025 |
| | | |
| | | |
* | | |
Bruce W. Duncan | Director | March 6, 2025 |
| | | |
| | | |
* | | |
Robert
J. Gerrard, Jr. | Chairman of the Board | March
6, 2025 |
| | and
Director | |
| | | |
* | | |
Paul
F. McBride | Director | March 6, 2025 |
| | | |
| | | |
* | | |
Mark J. Parrell | Director | March 6, 2025 |
| | | |
| | | |
/s/Eric L. Veiel | Director and Vice President | March 6, 2025 |
Eric L. Veiel | | |
| | | |
| | | |
* | | |
Kellye
L. Walker | Director | March 6, 2025 |
| | | |
| | | |
*/s/David Oestreicher | Attorney-In-Fact | March 6, 2025 |
David Oestreicher | | |
ATTACHMENTS / EXHIBITS
ex994acqagreemnt-4b.htm
ex9916pwrofatty-poa.htm