T. Rowe Price International Funds, Inc. (the corporation), is registered under
the Investment Company Act of 1940 (the 1940 Act). The Global Industrials
Fund (the fund) is a diversified, open-end management investment company
established by the corporation. The fund seeks to provide long-term growth
of capital. The fund has two classes of shares: the Global Industrials Fund
(Investor Class) and the Global Industrials Fund–I Class (I Class). I Class
shares generally are available only to investors meeting a $1,000,000 minimum
investment or certain other criteria. Each class has exclusive voting rights on
matters related solely to that class; separate voting rights on matters that relate
to both classes; and, in all other respects, the same rights and obligations as the
other class.
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, brokerage, and other non-recurring expenses permitted by
the investment management agreement, to the extent such operating expenses,
on an annualized basis, exceed 0.05% of average net assets. This agreement
will continue until April 30, 2019, 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 to exceed the I Class limit in effect at the time of the waiver.
However, no repayment will be made more than three years after the date of a
payment or waiver.
Pursuant to these agreements, $124,000 of expenses were waived/paid by Price
Associates during the six months ended June 30, 2017 and remain subject
to repayment by the fund. Including these amounts, expenses previously
waived/paid by Price Associates in the amount of $663,000 remain subject to
repayment by the fund at June 30, 2017.