Type N-CSRS T. Rowe Worth Internatio For: Apr 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED

MANAGEMENT INVESTMENT COMPANIES



 

 

Investment Company Act File Number:

811-02958

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

 

 

Date of fiscal year end: October 31

 

 

Date of reporting period: April 30, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1.

HIGHLIGHTS

Log

in to your account at troweprice.com for more information.

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mutual fund accounts that are assessed an annual account service fee can also save money by switching to e-delivery.

Market

Commentary

Dear

Shareholder

Global

stock markets produced negative returns during the first half of your fund’s fiscal year, the six-month period ended April 30,

2022, while rising bond yields weighed on returns for fixed income investors. Fears concerning new coronavirus variants, rising interest

rates, and soaring inflation caused bouts of volatility throughout the period. These concerns were compounded by Russia’s invasion

of Ukraine in February, sending markets around the world into correction territory.

All

major global and regional equity benchmarks receded during the period. Value shares extended their recent outperformance of growth stocks

as equity investors turned risk averse. Although most sectors finished in the red, energy stocks registered exceptional returns as oil

prices jumped in response to Russia’s invasion and the ensuing commodity supply crunch. A strong U.S. dollar weighed on returns

for U.S. investors in most international markets. Across the style spectrum, developed markets held up better than emerging markets.

In

November 2021, the emergence of the omicron variant of the coronavirus prompted worries about the economic outlook and the potential

that a resurgence in cases could lead to further supply chain disruptions. While omicron variant trends and restrictions eased in most

regions early in 2022, China continued to pursue a “zero-COVID” policy, resulting in large-scale lockdowns and industrial

production disruptions.

In

February 2022, markets were caught further by surprise when Russia launched a large-scale military offensive into Ukraine. The strong

sanctions on Russia that followed raised concerns about supply chains that were already stressed by the coronavirus pandemic. On March

8, the White House announced that the U.S. was cutting off all oil imports from Russia. In response, oil prices surged to their highest

level in a decade.

Concerns

over inflation intensified over much of the period, driven in part by events in Ukraine and China. Along with supply chain problems,

the release of pent-up demand for travel, recreation, and other services also pushed prices higher. In the U.S., consumer prices rose

8.5% in March versus the year before—the highest annual reading since December 1981—driven by accelerating energy and food

prices.

Elevated

inflation caused global monetary policy to take a hawkish turn. In the U.S., Federal Reserve officials began tapering the central bank’s

monthly purchases of Treasuries and agency mortgage-backed securities in November. In March, the Fed approved its first interest rate

hike in more than three years and signaled an accelerating pace of rate increases ahead. In Europe, the Bank of England raised its key

interest rate three times in a row between December and March, while the European Central Bank indicated in March that it could end its

asset purchase program as soon as the third quarter of 2022.

Bond

indexes were broadly negative as yields rose across the Treasury yield curve amid surging inflation and expectations of aggressive monetary

tightening. (Bond yields and prices move in opposite directions.) Investment-grade corporate bonds experienced significant losses, while

municipal bonds suffered through their worst quarter in more than 40 years at the start of 2022 and finished the period lower. Late in

the period, multiple portions of the Treasury yield curve inverted briefly, raising fears of a looming recession.

The

challenges global markets face are complex and could drive market volatility for some time. Investors will be closely monitoring the

Fed’s actions as the central bank attempts to use interest rate hikes to tame inflation without stifling economic growth. Meanwhile,

the ongoing geopolitical and humanitarian crisis in Ukraine continues to disrupt supply chains, increase inflationary pressures, and

dampen consumer confidence.

During

challenging times like these, I am heartened by our firm’s long-term focus and time-tested investment approach. I also recognize

that market volatility and sector rotation historically have presented very good opportunities for active investors. I remain confident

in the ability of our global research organization to uncover compelling investment ideas that can help deliver superior long-term risk-adjusted

performance as market conditions normalize.

Thank

you for your continued confidence in T. Rowe Price.

Sincerely,

Robert

Sharps

CEO and President

Management’s

Discussion of Fund Performance

INVESTMENT

OBJECTIVE

The

fund seeks long-term growth of capital through investments primarily in the common stocks of large-cap companies throughout the world,

including the U.S.

FUND

COMMENTARY

How

did the fund perform in the past six months?

The

Global Growth Stock Fund returned -26.07% in the six-month period ended April 30, 2022. The fund underperformed the MSCI All Country

World Index Net benchmark, which returned -11.63%, as well as the Lipper Global Multi-Cap Growth Funds Average, which returned -24.15%.

(Returns for the Advisor and I Class shares varied slightly, reflecting their different fee structures. Past performance cannot guarantee

future results.)

What

factors influenced the fund’s performance?

From

a sector perspective, the fund’s underperformance was mainly due to stock selection in the consumer discretionary and information

technology sectors. Health care names also weighed on relative performance. No sectors contributed on a relative basis for the period.

At the regional level, holdings in North America detracted the most, while an underweight to Japan helped.

Within

the consumer discretionary sector, our position in Rivian Automotive was the largest relative detractor. As the reality of near-term

interest rate hikes became clearer, investors rotated out of shares of higher-growth companies valued primarily on their long duration

cash flow potential, including electric vehicle maker Rivian, which only recently went public. The company also reported a series of

disappointing results, with production taking a hit due to supply chain issues and higher operating expenses from its ongoing production

ramp. We remain confident in the long-term fundamentals of the business and view Rivian as an outstanding and unique opportunity to participate

in the automotive industry’s most powerful secular trend of electrification. (Please refer to the portfolio of investments for

a complete list of holdings and the amount each represents in the portfolio.)

Holdings

in the information technology sector also hurt relative performance. Investors flocked to the relative safety of mega-cap technology

during the period, which propelled shares of Apple higher. While Apple is among the portfolio’s top holdings, we have an underweight

exposure to the name relative to our benchmark, which hampered relative results. We like Apple for its strong ecosystem, competitive

positioning, free cash flow generation, and massive research and development program, but the stock’s heightened valuation informs

our underweight position.

Health

care names also weighed on relative returns. Evotec is Europe’s largest contract research organization that serves as a one-stop

outsourcing shop for all preclinical activities for the pharmaceuticals industry. Shares traded lower on a number of disappointing news

items, including the announcement that Bayer, one of its partners, would be discontinuing the clinical development of eliapixant that

was being evaluated for potential indications in endometriosis, refractory chronic cough, overactive bladder, and diabetic neuropathic

pain. The company also reported disappointing first-quarter 2022 earnings results due to increased investment spending, particularly

in research and development. We think Evotec remains well positioned to benefit from secular tailwinds and deeper customer penetration

as end market businesses choose to outsource research services more often.

How

is the fund positioned?

With

the near-term outlook for equities more uncertain, we continue to maintain a broadly balanced portfolio with sector exposures relatively

neutral to our core benchmark. We are staying aligned with our global equity research platform in a thoughtful and diversified manner

and remain open-minded to changing the portfolio as opportunities present themselves. As always, we want to own companies that can produce

solid growth over a two- to three-year time horizon, while paying a reasonable price. Given the current momentum-driven nature of the

market, we are being diligent about using the opportunities presented to pick up names we like at reasonable valuations.

At

the end of April, the fund’s largest sector overweight was the consumer discretionary sector. The fund was also overweight the

financials and information technology sectors, though not dramatically so. While still our largest sector overweight, the overall largest

sector shift during the six-month period occurred in consumer discretionary, where we reduced our exposure as we trimmed and eliminated

names where we had less conviction over the next two to three years. We also added meaningfully to materials and reduced our exposure

to communication services.

Within

consumer discretionary we scaled back our exposure to internet and direct marketing retail names through trims of ASOS and Wayfair and

eliminations of Next, Boohoo, and Pinduoduo. We remain focused on leaders within the global online retail and consumer services ecosystems

that operate true global platforms like Amazon.com and MercadoLibre, where the investment thesis is broader than just e-commerce. We

further balanced our exposure to the sector during the period through purchases of more traditional retailers with U.S.-centric stories

like fast-casual restaurant chain Chipotle Mexican Grill, which operates an attractive, non-franchise model with strong business economics,

and well-managed home improvement retailer Home Depot, which we believe can manage inflationary prices with pricing power. Within the

sector, we also added new positions in travel-related names such as global hotel franchisor Intercontinental Hotel Group and online travel

agent Expedia, which we think are well positioned to benefit from a normalization of economic activity as the world learns to live with

COVID-19.

The

materials sector was one of the areas to which we added meaningfully over the period. There are some compelling areas in the materials

sector as demand starts to recover post-pandemic, and the sector continues to benefit from secular demand for metals that are used to

manufacture technological components like batteries as well as a growing emphasis on sustainable resources. The Russia-Ukraine conflict

has also contributed to increased demand and tightening supply in the sector, particularly in agricultural materials, where we added

several high-quality names over the quarter. Our largest addition was in Nutrien, a leading global producer of agricultural fertilizer

products like potash, nitrogen, and phosphate. Given the supply chain disruption as a result of the ongoing Russia-Ukraine conflict,

we think demand for Nutrien’s offerings will accelerate as the market looks for new capacity in potash and nitrogen. We also like

Nutrien’s retail crop inputs business, which we think could provide some stability and downside protection in an environment with

heightened commodity price volatility.

Regionally,

our weighting to developed Europe decreased meaningfully, while our exposure to emerging markets increased. Other regions had more modest

changes. We continue to be overweight fast-growing emerging markets countries that have low debt-to-gross domestic product ratios and

attractive demographic growth, such as India, Indonesia, Vietnam, and the Philippines. Despite near-term challenges, we are also finding

opportunities in China, with an emphasis on domestic exposure to areas like information technology and health care, where we believe

there is much innovation and the government is focused on building vibrant domestic industries. We have used the recent sell-off in the

region to concentrate our positions in names that we think are long-term winners. While we are underweight North America, it is still

our largest regional allocation, at approximately 58% of assets.

What

is portfolio management’s outlook?

We

continue to experience an incredibly complex equity investment environment. Markets have become increasingly more volatile across many

dimensions, and the change of pace happening in the world continues at a remarkable rate. We are in uncharted territory on many fronts,

and the magnitude of price movements in both directions has been highly unusual. However, we remain optimistic, particularly for our

portfolio, as we look out over two to three years.

The

balance of near-term data has become less positive and less certain. While it appeared that inflation was peaking in the fourth quarter,

we have seen further definitive inflation catalysts with higher oil, commodity, food, and staples pricing triggered by the ongoing humanitarian

crisis in and near Ukraine. China’s “zero COVID” policy has also added to global supply chain disruption and shortages,

while inflation is likely to create a degree of demand destruction in the near term. We are also dealing with interest rates rising sooner

and at a much quicker pace than we previously expected. All of this together has resulted in a greater risk of recession, but one driven

by shortages rather than built-up excesses in the economy. However, corporate profits appear to remain steady overall, despite pockets

of idiosyncratic weakness. We are also learning to live with COVID-19, and the long-awaited reopening is finally occurring in a tangible

way, especially in the U.S.

While

it is difficult to predict the near-term outlook for equities, we continue to leverage the deep T. Rowe Price platform in seeking to

identify the best ideas for our clients while also being open-minded to changing the portfolio given the fluid market environment. With

markets becoming more difficult to navigate with so many pushes and pulls, we are maintaining a broadly balanced portfolio with sector

exposures that are relatively neutral to our core benchmark while focusing our efforts on idiosyncratic stock picking—something

that has served us well over the history of the portfolio.

The

views expressed reflect the opinions of T. Rowe Price as of the date of this report and are subject to change based on changes in market,

economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

RISKS

OF INTERNATIONAL INVESTING

Funds

that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Funds investing in a single country or

in a limited geographic region tend to be riskier than more diversified funds. Risks can result from varying stages of economic and political

development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets.

Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which

reduces the dollar value of securities denominated in that currency.

BENCHMARK

INFORMATION

Note:

Portions of the mutual fund information contained in this report were supplied by Lipper, a Refinitiv Company, subject to the following:

Copyright 2022 © Refinitiv. All rights reserved. Any copying, republication or redistribution of Lipper content is expressly prohibited

without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken

in reliance thereon.

Note:

MSCI and its affiliates and third party sources and providers (collectively, “MSCI”) makes no express or implied warranties

or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further

redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or

produced by MSCI. Historical MSCI data and analysis should not be taken as an indication or guarantee of any future performance analysis,

forecast or prediction. None of the MSCI data is intended to constitute investment advice or a recommendation to make (or refrain from

making) any kind of investment decision and may not be relied on as such.

GROWTH

OF $10,000

This

chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds

lacking 10-year records). The result is compared with benchmarks, which include a broad-based market index and may also include a peer

group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages

and indexes.

AVERAGE

ANNUAL COMPOUND TOTAL RETURN

EXPENSE

RATIO

FUND

EXPENSE EXAMPLE

As

a mutual fund shareholder, you may incur two types of costs: (1) transaction costs, such as redemption fees or sales loads, and (2) ongoing

costs, including management fees, distribution and service (12b-1) fees, and other fund expenses. The following example is intended to

help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing

in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period

and held for the entire period.

Please

note that the fund has three share classes: The original share class (Investor Class) charges no distribution and service (12b-1) fee,

the Advisor Class shares are offered only through unaffiliated brokers and other financial intermediaries and charge a 0.25% 12b-1 fee,

and I Class shares are available to institutionally oriented clients and impose no 12b-1 or administrative fee payment. Each share class

is presented separately in the table.

Actual

Expenses

The

first line of the following table (Actual) provides information about actual account values and expenses based on the fund’s actual

returns. You may use the information on this line, together with your account balance, to estimate the expenses that you paid over the

period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the

result by the number on the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid

on your account during this period.

Hypothetical

Example for Comparison Purposes

The

information on the second line of the table (Hypothetical) is based on hypothetical account values and expenses derived from the fund’s

actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund’s actual return). You may compare

the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples

that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the

actual ending account balance or expenses you paid for the period.

Note:

T. Rowe Price charges an annual account service fee of $20, generally for accounts with less than $10,000. The fee is waived for

any investor whose T. Rowe Price mutual fund accounts total $50,000 or more; accounts electing to receive electronic delivery of account

statements, transaction confirmations, prospectuses, and shareholder reports; or accounts of an investor who is a T. Rowe Price Personal

Services or Enhanced Personal Services client (enrollment in these programs generally requires T. Rowe Price assets of at least $250,000).

This fee is not included in the accompanying table. If you are subject to the fee, keep it in mind when you are estimating the ongoing

expenses of investing in the fund and when comparing the expenses of this fund with other funds.

You

should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs,

such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only and will not

help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total

cost of owning that fund is higher.

QUARTER-END RETURNS

Unaudited

The

accompanying notes are an integral part of these financial statements.

Unaudited

The

accompanying notes are an integral part of these financial statements.

Unaudited

The

accompanying notes are an integral part of these financial statements.

April

30, 2022 (Unaudited)

The

accompanying notes are an integral part of these financial statements.

April

30, 2022 (Unaudited)

The

accompanying notes are an integral part of these financial statements.

Unaudited

The

accompanying notes are an integral part of these financial statements.

Unaudited

The

accompanying notes are an integral part of these financial statements.

Unaudited

T. Rowe Price International Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The

Global Growth Stock Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund

seeks long-term growth of capital through investments primarily in the common stocks of large-cap companies throughout the world, including

the U.S. The fund has three classes of shares: the Global Growth Stock Fund (Investor Class), the Global Growth Stock Fund–Advisor

Class (Advisor Class), and the Global Growth Stock Fund–I Class (I Class). Advisor Class shares are sold only through various brokers

and other financial intermediaries. I Class shares require a $500,000 initial investment minimum, although the minimum generally is waived

or reduced for financial intermediaries, eligible retirement plans, and certain other accounts. Prior to November 15, 2021, the initial

investment minimum was $1 million and was generally waived for financial intermediaries, eligible retirement plans, and other certain

accounts. As a result of the reduction in the I Class minimum, certain assets transferred from the Investor Class to the I Class. This

transfer of shares from Investor Class to I Class is reflected in the Statement of Changes in Net Assets within the Capital shares transactions

as Shares redeemed and Shares sold, respectively. The Advisor Class operates under a Board-approved Rule 12b-1 plan pursuant to which

the class compensates financial intermediaries for distribution, shareholder servicing, and/or certain administrative services; the

Investor and I Classes do not pay Rule 12b-1 fees. Each class has exclusive voting rights on matters related solely to that class; separate

voting rights on matters that relate to all classes; and, in all other respects, the same rights and obligations as the other classes.

NOTE

1 – SIGNIFICANT ACCOUNTING POLICIES

Basis

of Preparation The fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards

Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The accompanying financial statements were prepared in accordance

with accounting principles generally accepted in the United States of America (GAAP), including, but not limited to, ASC 946. GAAP requires

the use of estimates made by management. Management believes that estimates and valuations are appropriate; however, actual results may

differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the value ultimately

realized upon sale or maturity.

Investment

Transactions, Investment Income, and Distributions Investment transactions are accounted for on the trade date basis. Income and

expenses are recorded on the accrual basis. Realized gains and losses are reported on the identified cost basis. Income tax-related interest

and penalties, if incurred, are recorded as income tax expense. Dividends received from mutual fund investments are reflected as dividend

income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on

the ex-dividend date. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of

capital or capital gain for tax purposes, are reclassified when such information becomes available. Non-cash dividends, if any, are recorded

at the fair market value of the asset received. Distributions to shareholders are recorded on the ex-dividend date. Income distributions,

if any, are declared and paid by each class annually. A capital gain distribution may also be declared and paid by the fund annually.

Currency

Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values

each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as provided

by an outside pricing service. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing

exchange rate on the respective date of such transaction. The effect of changes in foreign currency exchange rates on realized and unrealized

security gains and losses is not bifurcated from the portion attributable to changes in market prices.

Class

Accounting Shareholder servicing, prospectus, and shareholder report expenses incurred by each class are charged directly to the

class to which they relate. Expenses common to all classes, investment income, and realized and unrealized gains and losses are allocated

to the classes based upon the relative daily net assets of each class. The Advisor Class pays Rule 12b-1 fees, in an amount not exceeding

0.25% of the class’s average daily net assets.

Capital

Transactions Each investor’s interest in the net assets of the fund is represented by fund shares. The fund’s net asset

value (NAV) per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for

business. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted,

if the NYSE closes earlier, or as may be permitted by the SEC. Purchases and redemptions of fund shares are transacted at the next-computed

NAV per share, after receipt of the transaction order by T. Rowe Price Associates, Inc., or its agents.

Indemnification

In the normal course of business, the fund may provide indemnification in connection with its officers and directors, service providers,

and/or private company investments. The fund’s maximum exposure under these arrangements is unknown; however, the risk of material

loss is currently considered to be remote.

NOTE

2 – VALUATION

Fair

Value The fund’s financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date. The T. Rowe Price Valuation Committee (the Valuation Committee) is an internal committee that has been delegated

certain responsibilities by the fund’s Board of Directors (the Board) to ensure that financial instruments are appropriately priced

at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees

pricing-related policies and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes

policies and procedures used in valuing financial instruments, including those which cannot be valued in accordance with normal procedures

or using pricing vendors; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; evaluates

the services and performance of the pricing vendors; oversees the pricing process to ensure policies and procedures are being followed;

and provides guidance on internal controls and valuation-related matters. The Valuation Committee provides periodic reporting to the

Board on valuation matters.

Various

valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value

hierarchy that categorizes the inputs used to measure fair value:

Level

1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting

date

Level

2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to,

quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive

markets, interest rates and yield curves, implied volatilities, and credit spreads)

Level

3 – unobservable inputs (including the fund’s own assumptions in determining fair value)

Observable

inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions

that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available

and are developed using the best information available about the assumptions that market participants would use to price the financial

instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable

inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy

based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an

indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining

those values.

Valuation

Techniques Equity securities, including exchange-traded funds, listed or regularly traded on a securities exchange or in the over-the-counter

(OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations

are made. OTC Bulletin Board securities are valued at the mean of the closing bid and asked prices. A security that is listed or traded

on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities

not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities and the last quoted

sale or closing price for international securities.

The

last quoted prices of non-U.S. equity securities may be adjusted to reflect the fair value of such securities at the close of the NYSE,

if the fund determines that developments between the close of a foreign market and the close of the NYSE will affect the value of some

or all of its portfolio securities. Each business day, the fund uses information from outside pricing services to evaluate and, if appropriate,

decide whether it is necessary to adjust quoted prices to reflect fair value by reviewing a variety of factors, including developments

in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent

foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with quoted prices and information

to evaluate or adjust those prices. The fund cannot predict how often it will use quoted prices and how often it will determine it necessary

to adjust those prices to reflect fair value.

Investments

in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation. Assets and liabilities other than

financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which

approximates fair value.

Investments

for which market quotations or market-based valuations are not readily available or deemed unreliable are valued at fair value as determined

in good faith by the Valuation Committee, in accordance with fair valuation policies and procedures. The objective of any fair value

pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair valued

by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities that are not

publicly traded. Factors used in determining fair value vary by type of investment and may include market or investment specific considerations.

The Valuation Committee typically will afford greatest weight to actual prices in arm’s length transactions, to the extent they

represent orderly transactions between market participants, transaction information can be reliably obtained, and prices are deemed representative

of fair value. However, the Valuation Committee may also consider other valuation methods such as market-based valuation multiples; a

discount or premium from market value of a similar, freely traded security of the same issuer; discounted cash flows; yield to maturity;

or some combination. Fair value determinations are reviewed on a regular basis and updated as information becomes available, including

actual purchase and sale transactions of the investment. Because any fair value determination involves a significant amount of judgment,

there is a degree of subjectivity inherent in such pricing decisions, and fair value prices determined by the Valuation Committee could

differ from those of other market participants.

Valuation

Inputs The following table summarizes the fund’s financial instruments, based on the inputs used to determine their fair values

on April 30, 2022 (for further detail by category, please refer to the accompanying Portfolio of Investments):

Following

is a reconciliation of the fund’s Level 3 holdings for the six months ended April 30, 2022. Gain (loss) reflects both realized

and change in unrealized gain/loss on Level 3 holdings during the period, if any, and is included on the accompanying Statement of Operations.

The change in unrealized gain/loss on Level 3 instruments held at April 30, 2022, totaled $407,000 for the six months ended April 30, 2022.

In

accordance with GAAP, the following table provides quantitative information about significant unobservable inputs used to determine the

fair valuations of the fund’s Level 3 assets, by class of financial instrument. Because the Valuation Committee considers a wide

variety of factors and inputs, both observable and unobservable, in determining fair values, the unobservable inputs presented do not

reflect all inputs significant to the fair value determination.

NOTE

3 – OTHER INVESTMENT TRANSACTIONS

Consistent

with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance performance.

The investment objective, policies, program, and risk factors of the fund are described more fully in the fund’s prospectus and

Statement of Additional Information.

Emerging

and Frontier Markets The fund invests, either directly or through investments in other T. Rowe Price funds, in securities of companies

located in, issued by governments of, or denominated in or linked to the currencies of emerging and frontier market countries. Emerging

markets, and to a greater extent frontier markets, generally have economic structures that are less diverse and mature, and political

systems that are less stable, than developed countries. These markets may be subject to greater political, economic, and social uncertainty

and differing regulatory environments that may potentially impact the fund’s ability to buy or sell certain securities or repatriate

proceeds to U.S. dollars. Such securities are often subject to greater price volatility, less liquidity, and higher rates of inflation

than U.S. securities. Investing in frontier markets is significantly riskier than investing in other countries, including emerging markets.

Restricted

Securities The fund invests in securities that are subject to legal or contractual restrictions on resale. Prompt sale of such securities

at an acceptable price may be difficult and may involve substantial delays and additional costs.

Private

Investments Issued by Special Purpose Acquisition Companies Special purpose acquisition companies (SPACs) are shell

companies that have no operations but are formed to raise capital with the intention of merging with or acquiring a company

with the proceeds of the SPAC’s initial public offering (IPO). The fund may enter into a contingent commitment with a

SPAC to purchase private investments in public equity (PIPE) if and when the SPAC completes its merger or acquisition. The

fund maintains liquid assets sufficient to settle its commitment to purchase the PIPE. However, if the commitment expires,

then no shares are purchased. Purchased PIPE shares will be restricted from trading until the registration statement for the

shares is declared effective. Upon registration, the shares can be freely sold; however, in certain circumstances, the issuer

may have the right to temporarily suspend trading of the shares in the first year after the merger or acquisition. The

securities issued by a SPAC may be considered illiquid, more difficult to value, and/or be subject to restrictions on

resale.

Securities

Lending The fund may lend its securities to approved borrowers to earn additional income. Its securities lending activities are

administered by a lending agent in accordance with a securities lending agreement. Security loans generally do not have stated maturity

dates, and the fund may recall a security at any time. The fund receives collateral in the form of cash or U.S. government securities.

Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities; any additional collateral

required due to changes in security values is delivered to the fund the next business day. Cash collateral is invested in accordance

with investment guidelines approved by fund management. Additionally, the lending agent indemnifies the fund against losses resulting

from borrower default. Although risk is mitigated by the collateral and indemnification, the fund could experience a delay in recovering

its securities and a possible loss of income or value if the borrower fails to return the securities, collateral investments decline

in value, and the lending agent fails to perform. Securities lending revenue consists of earnings on invested collateral and borrowing

fees, net of any rebates to the borrower, compensation to the lending agent, and other administrative costs. In accordance with GAAP,

investments made with cash collateral are reflected in the accompanying financial statements, but collateral received in the form of

securities is not. At April 30, 2022, the value of loaned securities was $17,161,000; the value of cash collateral and related investments

was $18,965,000.

Other

Purchases and sales of portfolio securities other than short-term securities aggregated $428,087,000 and $495,927,000, respectively,

for the six months ended April 30, 2022.

NOTE

4 – FEDERAL INCOME TAXES

No

provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under

Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Distributions determined

in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for

financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but

are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized

at fiscal year-end; accordingly, tax-basis balances have not been determined as of the date of this report.

At

April 30, 2022, the cost of investments for federal income tax purposes was $1,062,080,000. Net unrealized gain aggregated $138,094,000

at period-end, of which $286,258,000 related to appreciated investments and $148,164,000 related to depreciated investments.

NOTE

5 – FOREIGN TAXES

The

fund is subject to foreign income taxes imposed by certain countries in which it invests. Additionally, capital gains realized upon disposition

of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. All taxes are computed

in accordance with the applicable foreign tax law, and, to the extent permitted, capital losses are used to offset capital gains. Taxes

attributable to income are accrued by the fund as a reduction of income. Current and deferred tax expense attributable to capital gains

is reflected as a component of realized or change in unrealized gain/loss on securities in the accompanying financial statements. To

the extent that the fund has country specific capital loss carryforwards, such carryforwards are applied against net unrealized gains

when determining the deferred tax liability. Any deferred tax liability incurred by the fund is included in either Other liabilities

or Deferred tax liability on the accompanying Statement of Assets and Liabilities.

NOTE

6 – RELATED PARTY TRANSACTIONS

The

fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group).

Price Associates has entered into a sub-advisory agreement(s) with one or more of its wholly owned subsidiaries, to provide investment

advisory services to the fund. The investment management agreement between the fund and Price Associates provides for an annual investment

management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.35% of the fund’s

average daily net assets, and a group fee. The group fee rate is calculated based on the combined net assets of certain mutual funds

sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion

of assets to 0.260% for assets in excess of $845 billion. The fund’s group fee is determined by applying the group fee rate to

the fund’s average daily net assets. The fee is computed daily and paid monthly. At April 30, 2022, the effective annual group

fee rate was 0.28%. Effective November 1, 2019, Price Associates agreed to permanently waive a portion of the fund’s annual investment

management fee in order to limit the fund’s management fees to 0.65% of the fund’s average daily net assets. This agreement

can only be modified or terminated with approval by the fund’s shareholders. The fund has no obligation to repay fees waived under

this arrangement. No management fees were waived under this arrangement for the six months ended April 30, 2022.

The

Advisor Class is subject to a contractual expense limitation through the expense limitation date indicated in the table below. During

the limitation period, Price Associates is required to waive its management fee or pay any expenses (excluding interest; expenses related

to borrowings, taxes, and brokerage; and other non-recurring expenses permitted by the investment management agreement) that would otherwise

cause the class’s ratio of annualized total expenses to average net assets (net expense ratio) to exceed its expense limitation.

The class is required to repay Price Associates for expenses previously waived/paid to the extent the class’s net assets grow or

expenses decline sufficiently to allow repayment without causing the class’s net expense ratio (after the repayment is taken into

account) to exceed the lesser of: (1) the expense limitation in place at the time such amounts were waived; or (2) the class’s

current expense limitation. However, no repayment will be made more than three years after the date of a payment or waiver.

The

I Class is also subject to an operating expense limitation (I Class Limit) pursuant to which Price Associates is contractually required

to pay all operating expenses of the I Class, excluding management fees; interest; expenses related to borrowings, taxes, and brokerage;

and other non-recurring expenses permitted by the investment management agreement, to the extent such operating expenses, on an annualized

basis, exceed the I Class Limit. This agreement will continue through the expense limitation date indicated in the table below, and may

be renewed, revised, or revoked only with approval of the fund’s Board. The I Class is required to repay Price Associates for expenses

previously paid to the extent the class’s net assets grow or expenses decline sufficiently to allow repayment without causing the

class’s operating expenses (after the repayment is taken into account) to exceed the lesser of: (1) the I Class Limit in place

at the time such amounts were paid; or (2) the current I Class Limit. However, no repayment will be made more than three years after

the date of a payment or waiver.

Pursuant

to these agreements, expenses were waived/paid by and/or repaid to Price Associates during the six months ended April 30, 2022 as indicated

in the table below. Including these amounts, expenses previously waived/paid by Price Associates in the amount of $2,000 remain subject

to repayment by the fund at April 30, 2022. Any repayment of expenses previously waived/paid by Price Associates during the period would

be included in the net investment income and expense ratios presented on the accompanying Financial Highlights.

In

addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates, each

an affiliate of the fund (collectively, Price). Price Associates provides certain accounting and administrative services to the fund.

T. Rowe Price Services, Inc. provides shareholder and administrative services in its capacity as the fund’s transfer and dividend-disbursing

agent. T. Rowe Price Retirement Plan Services, Inc. provides subaccounting and recordkeeping services for certain retirement accounts

invested in the Investor Class and Advisor Class. For the six months ended April 30, 2022, expenses incurred pursuant to these service

agreements were $53,000 for Price Associates; $331,000 for T. Rowe Price Services, Inc.; and $6,000 for T. Rowe Price Retirement Plan

Services, Inc. All amounts due to and due from Price, exclusive of investment management fees payable, are presented net on the accompanying

Statement of Assets and Liabilities.

The

fund may invest its cash reserves in certain open-end management investment companies managed by Price Associates and considered affiliates

of the fund: the T. Rowe Price Government Reserve Fund or the T. Rowe Price Treasury Reserve Fund, organized as money market funds, or

the T. Rowe Price Short-Term Fund, a short-term bond fund (collectively, the Price Reserve Funds). The Price Reserve Funds are offered

as short-term investment options to mutual funds, trusts, and other accounts managed by Price Associates or its affiliates and are not

available for direct purchase by members of the public. Cash collateral from securities lending, if any, is invested in the T. Rowe Price

Government Reserve Fund; prior to December 13, 2021, the cash collateral from securities lending was invested in the T. Rowe Price Short-Term

Fund. The Price Reserve Funds pay no investment management fees.

As

of April 30, 2022, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 409,547 shares of the I Class, representing 2%

of the I Class’s net assets.

The

fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades),

in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other

things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the six

months ended April 30, 2022, the fund had no purchases or sales cross trades with other funds or accounts advised by Price Associates.

Price

Associates has voluntarily agreed to reimburse the fund from its own resources on a monthly basis for the cost of investment research

embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the six months ended April

30, 2022, this reimbursement amounted to $24,000, which is included in Net realized gain (loss) on Securities in the Statement of Operations.

NOTE

7 – OTHER MATTERS

Unpredictable

events such as environmental or natural disasters, war, terrorism, pandemics, outbreaks of infectious diseases, and similar public health

threats may significantly affect the economy and the markets and issuers in which a fund invests. Certain events may cause instability

across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic

regions, countries, sectors, and industries more significantly than others, and exacerbate other pre-existing political, social, and

economic risks. Since 2020, a novel strain of coronavirus (COVID-19) has resulted in disruptions to global business activity and caused

significant volatility and declines in global financial markets. In February 2022, Russian forces entered Ukraine and commenced an armed

conflict. Economic sanctions have since been imposed on Russia and certain of its citizens, including the exclusion of Russia from the

SWIFT global payments network. As a result, Russian-related stocks and debt have since suffered significant declines in value. The duration

of the coronavirus outbreak and the Russian-Ukraine conflict, and their effects on the financial markets, cannot be determined with certainty.

The fund’s performance could be negatively impacted if the value of a portfolio holding were harmed by these and such other events.

Management is actively monitoring these events.

INFORMATION

ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS

A

description of the policies and procedures used by T. Rowe Price funds to determine how to vote proxies relating to portfolio securities

is available in each fund’s Statement of Additional Information. You may request this document by calling 1-800-225-5132 or by

accessing the SEC’s website, sec.gov.

The

description of our proxy voting policies and procedures is also available on our corporate website. To access it, please visit the following

Web page:

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

Scroll

down to the section near the bottom of the page that says, “Proxy Voting Policies.” Click on the Proxy Voting Policies link

in the shaded box.

Each

fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it through

T. Rowe Price, visit the website location shown above, and scroll down to the section near the bottom of the page that says, “Proxy

Voting Records.” Click on the Proxy Voting Records link in the shaded box.

HOW

TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS

The

fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters

of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s reports on Form N-PORT are available electronically

on the SEC’s website (sec.gov). In addition, most T. Rowe Price funds disclose their first and third fiscal quarter-end holdings

on troweprice.com.

APPROVAL

OF INVESTMENT MANAGEMENT AGREEMENT

Each

year, the fund’s Board of Directors (Board) considers the continuation of the investment management agreement (Advisory Contract)

between the fund and its investment adviser, T. Rowe Price Associates, Inc. (Adviser). In that regard, at a meeting held on March 7–8,

2022 (Meeting), the Board, including all of the fund’s independent directors, approved the continuation of the fund’s Advisory

Contract. At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of the

Adviser and the approval of the Advisory Contract. The independent directors were assisted in their evaluation of the Advisory Contract

by independent legal counsel from whom they received separate legal advice and with whom they met separately.

In

providing information to the Board, the Adviser was guided by a detailed set of requests for information submitted by independent legal

counsel on behalf of the independent directors. In considering and approving the Advisory Contract, the Board considered the information

it believed was relevant, including, but not limited to, the information discussed below. The Board considered not only the specific

information presented in connection with the Meeting but also the knowledge gained over time through interaction with the Adviser about

various topics. The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers

factors that are relevant to its annual consideration of the renewal of the T. Rowe Price funds’ advisory contracts, including

performance and the services and support provided to the funds and their shareholders.

Services

Provided by the Adviser

The

Board considered the nature, quality, and extent of the services provided to the fund by the Adviser. These services included, but were

not limited to, directing the fund’s investments in accordance with its investment program and the overall management of the fund’s

portfolio, as well as a variety of related activities such as financial, investment operations, and administrative services; compliance;

maintaining the fund’s records and registrations; and shareholder communications. The Board also reviewed the background and experience

of the Adviser’s senior management team and investment personnel involved in the management of the fund, as well as the Adviser’s

compliance record. The Board concluded that it was satisfied with the nature, quality, and extent of the services provided by the Adviser.

Investment

Performance of the Fund

The

Board took into account discussions with the Adviser and reports that it receives throughout the year relating to fund performance. In

connection with the Meeting, the Board reviewed the fund’s total returns for various periods through December 31, 2021, and compared

these returns with the performance of a peer group of funds with similar investment programs and a wide variety of other previously agreed-upon

comparable performance measures and market data, including relative performance information as of September 30, 2021, supplied by Broadridge,

which is an independent provider of mutual fund data.

On

the basis of this evaluation and the Board’s ongoing review of investment results, and factoring in the relative market conditions

during certain of the performance periods, the Board concluded that the fund’s performance was satisfactory.

Costs,

Benefits, Profits, and Economies of Scale

The

Board reviewed detailed information regarding the revenues received by the Adviser under the Advisory Contract and other direct and indirect

benefits that the Adviser (and its affiliates) may have realized from its relationship with the fund. In considering soft-dollar arrangements

pursuant to which research may be received from broker-dealers that execute the fund’s portfolio transactions, the Board noted

that the Adviser bears the cost of research services for all client accounts that it advises, including the T. Rowe Price funds. The

Board received information on the estimated costs incurred and profits realized by the Adviser from managing the T. Rowe Price funds.

The Board also reviewed estimates of the profits realized from managing the fund in particular, and the Board concluded that the Adviser’s

profits were reasonable in light of the services provided to the fund.

The

Board also considered whether the fund benefits under the fee levels set forth in the Advisory Contract or otherwise from any economies

of scale realized by the Adviser. Under the Advisory Contract, the fund pays a fee to the Adviser for investment management services

composed of two components—a group fee rate based on the combined average net assets of most of the T. Rowe Price funds (including

the fund) that declines at certain asset levels and an individual fund fee rate based on the fund’s average daily net assets—and

the fund pays its own expenses of operations. The Board concluded that the advisory fee structure for the fund continued to provide for

a reasonable sharing of benefits from any economies of scale with the fund’s investors.

Fees

and Expenses

The

Board was provided with information regarding industry trends in management fees and expenses. Among other things, the Board reviewed

data for peer groups that were compiled by Broadridge, which compared: (i) contractual management fees, actual management fees, nonmanagement

expenses, and total expenses of the Investor Class of the fund with a group of competitor funds selected by Broadridge (Investor Class

Expense Group); (ii) actual management fees and total expenses of the Advisor Class of the fund with a group of competitor funds selected

by Broadridge (Advisor Class Expense Group); and (iii) actual management fees, nonmanagement expenses, and total expenses of the Investor

Class of the fund with a broader set of funds within the Lipper investment classification (Expense Universe). The Board considered the

fund’s contractual management fee rate, actual management fee rate (which reflects the management fees actually received from the

fund by the Adviser after any applicable waivers, reductions, or reimbursements), operating expenses, and total expenses (which reflect

the net total expense ratio of the fund after any waivers, reductions, or reimbursements) in comparison with the information for the

Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable funds based on similar investment

classifications and objectives, expense structure, asset size, and operating components and attributes and ranked funds into quintiles,

with the first quintile representing the funds with the lowest relative expenses and the fifth quintile representing the funds with the

highest relative expenses. The information provided to the Board indicated that the fund’s contractual management fee ranked in

the first quintile (Investor Class Expense Group), the fund’s actual management fee rate ranked in the first quintile (Investor

Class Expense Group and Advisor Class Expense Group) and second quintile (Expense Universe), and the fund’s total expenses ranked

in the first quintile (Investor Class Expense Group, Advisor Class Expense Group, and Expense Universe).

The

Board also reviewed the fee schedules for other investment portfolios with similar mandates that are advised or subadvised by the Adviser

and its affiliates, including separately managed accounts for institutional and individual investors; subadvised funds; and other sponsored

investment portfolios, including collective investment trusts and pooled vehicles organized and offered to investors outside the United

States. Management provided the Board with information about the Adviser’s responsibilities and services provided to subadvisory

and other institutional account clients, including information about how the requirements and economics of the institutional business

are fundamentally different from those of the proprietary mutual fund business. The Board considered information showing that the Adviser’s

mutual fund business is generally more complex from a business and compliance perspective than its institutional account business and

considered various relevant factors, such as the broader scope of operations and oversight, more extensive shareholder communication

infrastructure, greater asset flows, heightened business risks, and differences in applicable laws and regulations associated with the

Adviser’s proprietary mutual fund business. In assessing the reasonableness of the fund’s management fee rate, the Board

considered the differences in the nature of the services required for the Adviser to manage its mutual fund business versus managing

a discrete pool of assets as a subadviser to another institution’s mutual fund or for an institutional account and that the Adviser

generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price funds than it

does for institutional account clients, including subadvised funds.

On

the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory

Contract are reasonable.

Approval

of the Advisory Contract

As

noted, the Board approved the continuation of the Advisory Contract. No single factor was considered in isolation or to be determinative

to the decision. Rather, the Board concluded, in light of a weighting and balancing of all factors considered, that it was in the best

interests of the fund and its shareholders for the Board to approve the continuation of the Advisory Contract (including the fees to

be charged for services thereunder).

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

Not applicable.

Item 2. Code of Ethics.

A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.

Item 3. Audit Committee Financial Expert.

Disclosure required in registrant’s annual Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Disclosure required in registrant’s annual Form N-CSR.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

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

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

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

Not applicable.

Item 13. Exhibits.

(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.

(2) Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.

(b) A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the

Securities Exchange Act of 1934 and the Investment Company Act of 1940, the

registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

T. Rowe Price International Funds, Inc.

Pursuant to the requirements of the

Securities Exchange Act of 1934 and the Investment Company Act of 1940, this

report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Item 13. (a)(2)

CERTIFICATIONS

I, David Oestreicher, certify that:

CERTIFICATIONS

I, Alan S. Dupski, certify that:

Item 13. (b)