UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-02958

T. Rowe Price International Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

October

31,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRAOX

Asia

Opportunities

Fund

–

.

PAAOX

Asia

Opportunities

Fund–

.

Advisor  Class

TRASX

Asia

Opportunities

Fund–

.

I Class

T.

ROWE

PRICE

Asia

Opportunities

Fund

HIGHLIGHTS

The

Asia

Opportunities

Fund

underperformed

the

MSCI

All

Country

Asia

ex

Japan

Index

Net

for

the

12

months

ended

October

31,

2023.

China

weighed

significantly

on

relative

returns.

Stock

selection

was

weak,

offsetting

a

modest

benefit

from

our

overweight

stance

in

a

market

that

swung

from

gains

to

losses

before

finishing

higher.

Conversely,

Taiwan

was

a

relative

contributor

as

our

stock

picks

were

favorable.

Our

focus

remained

on

stock

selection

even

as

macroeconomic

events

largely

overshadowed

company

fundamentals

during

the

reporting

period.

We

continued

to

seek

high-quality

businesses

with

the

ability

to

compound

earnings

across

market

cycles,

especially

those

that

stand

to

gain

from

company-specific

growth

drivers

or

broader

structural

tailwinds.

Market

pullbacks

created

attractive

entry

points

for

us

to

invest

in

several

of

such

companies.

We

are

constructive

about

the

diverse

investment

opportunities

that

Asia

ex-Japan

equities

offer.

Various

tailwinds,

including

a

prospective

upturn

in

the

technology

hardware

cycle

and

structural

economic

improvements,

underpin

our

view.

Wide-

ranging

market

and

stock

valuations

also

reflect

the

diversity

of

the

investment

universe,

providing

opportunities

for

active,

bottom-up

investors.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

An

account

service

fee

will

be

charged

annually

for

each

T.

Rowe

Price

mutual

fund

account

unless

you

meet

criteria

for

a

fee

waiver.

Go

to

troweprice.com/personal-investing/help/fees-and-

minimums.html

to

learn

more

about

this

account

service

fee,

including

other

ways

to

waive

it.

T.

ROWE

PRICE

Asia

Opportunities

Fund

Market

Commentary

1

Dear

Shareholder

Most

major

global

stock

and

bond

indexes

produced

positive

results

during

your

fund’s

fiscal

year,

the

12-month

period

ended

October

31,

2023,

although

a

downturn

over

the

past

six

months

offset

some

of

the

strong

gains

recorded

in

the

first

half

of

the

period.

Global

economies

managed

to

avoid

the

recession

that

was

widely

predicted

at

the

start

of

2023,

but

signs

that

central

banks

might

need

to

keep

interest

rates

higher

for

longer

than

previously

expected

weighed

on

market

sentiment.

Growth

stocks

outperformed

value

shares

over

the

12-month

period,

and

stocks

in

developed

markets

generally

outpaced

their

counterparts

in

emerging

markets.

Currency

movements

were

mixed

over

the

period,

although

a

weaker

dollar

versus

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities.

Technology

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

developments

and

produced

some

of

the

strongest

results

in

the

equity

market.

Within

the

S&P

500

Index,

the

communication

services

and

information

technology

sectors

were

lifted

by

the

rally

in

tech-related

companies

and

recorded

significant

gains.

The

financials

sector

partly

recovered

from

the

failure

of

three

large

regional

banks

during

the

period

but

still

finished

in

negative

territory.

Corporate

fundamentals

were

broadly

supportive.

Although

year-over-year

earnings

growth

contracted

in

the

first

and

second

quarters

of

2023,

results

were

better

than

expected,

and

preliminary

estimates

pointed

to

a

resumption

of

growth

in

the

third

quarter.

The

U.S.

economy

was

the

strongest

among

the

major

markets

during

the

period,

with

gross

domestic

product

growth

coming

in

at

4.9%

in

the

third

quarter’s

initial

estimate,

the

highest

since

the

end

of

2021.

Growth

in

Europe

and

Japan

was

more

sluggish,

and

China’s

economy

was

beset

by

worries

about

its

property

sector

after

an

initial

boost

from

its

decision

at

the

end

of

2022

to

lift

most

of

its

pandemic-related

restrictions.

A

protracted

debt

ceiling

standoff

in

the

U.S.,

the

ongoing

conflict

between

Ukraine

and

Russia,

and

the

outbreak

of

war

in

the

Middle

East

following

the

attack

on

Israel

by

Hamas

produced

headwinds

for

markets

at

various

times.

Investors

also

remained

focused

on

inflation

as

price

increases

moderated

but

remained

well

above

the

Federal

Reserve’s

2%

target.

In

response,

the

Fed

continued

to

raise

its

short-term

lending

benchmark

rate,

lifting

it

to

a

target

range

of

5.25%

to

5.50%

by

the

end

of

July,

the

highest

level

since

March

2001.

T.

ROWE

PRICE

Asia

Opportunities

Fund

2

U.S.

Treasury

yields

increased

as

the

Fed

tightened

monetary

policy

and

investors

priced

in

the

possibility

that

the

central

bank

may

have

to

keep

rates

higher

for

longer

than

previously

anticipated.

In

addition,

Treasuries

were

pressured

by

Fitch

Ratings’

decision

to

downgrade

the

credit

rating

of

U.S.

government

debt

from

the

highest

level,

AAA,

to

AA+

along

with

expectations

for

higher

levels

of

borrowing

by

the

Treasury

Department.

The

yield

on

the

benchmark

10-year

Treasury

note

briefly

reached

5.00%

in

October

for

the

first

time

since

late

2007

before

falling

back

to

4.88%

by

period-end.

Increasing

yields

over

the

past

six

months

led

to

weak

results

across

most

of

the

fixed

income

market,

although

high

yield

bonds,

which

are

less

sensitive

to

rising

rates,

held

up

relatively

well

as

default

rates

remained

low

by

historical

standards.

Global

economies

and

markets

showed

surprising

resilience

in

2023,

but

considerable

uncertainty

remains

as

we

look

ahead

to

2024.

Geopolitical

events,

the

path

of

monetary

policy,

and

the

impact

of

the

Fed’s

rate

hikes

on

the

economy

all

raise

the

potential

for

additional

volatility.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

have

the

potential

to add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely,

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Asia

Opportunities

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

growth

of

capital.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Asia

Opportunities

Fund

returned

10.02%

in

the

12

months

ended

October

31,

2023,

underperforming

the

MSCI

All

Country

Asia

ex

Japan

Index

Net,

which

returned

13.52%.

(Returns

for

the

Advisor

and

I

Class

shares

will

vary

due

to

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results.

)

What

factors

influenced

the

fund’s

performance?

China

weighed

significantly

on

relative

returns.

Stock

selection

was

weak,

offsetting

a

modest

benefit

from

our

overweight

stance

in

a

market

that

swung

from

gains

to

losses

before

finishing

higher.

The

market

surged

at

the

start

of

the

reporting

period

as

China

exited

its

zero-

COVID

policy,

which

sparked

a

return

of

investor

inflows

on

expectations

of

a

strong

economic

rebound.

However,

the

rally

subsequently

faded

amid

growing

disappointment

around

the

economic

recovery.

Among

the

key

stock

detractors

were

companies

whose

valuations

suffered

as

the

faltering

economy

kept

their

businesses

from

meeting

prior

expectations

of

strong

growth.

Poor

consumer

confidence

hampered

sportswear

company

Li

Ning,

while

a

property

market

downturn

confronted

construction

software

company

Glodon.

Both

companies

posted

underwhelming

results

and

forecasts.

We

exited

our

positions

in

Li

Ning

and

Glodon

as

we

sought

better

investment

opportunities

elsewhere.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

India

held

back

relative

performance,

due

primarily

to

weak

stock

selection.

Our

modest

shift

from

an

overweight

to

an

underweight

position

in

India

over

the

reporting

period

also

worked

against

us

as

the

market

pivoted

from

weakness

to

strength.

Our

preference

for

high-quality

stocks

in

India

was

a

source

of

our

underperformance

as

India’s

retail

investors

sought

out

cyclical

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

10/31/23

6

Months

12

Months

Asia

Opportunities

Fund

–

.

-10.66‌%

10.02‌%

Asia

Opportunities

Fund–

.

Advisor  Class

-10.74‌

9.90‌

Asia

Opportunities

Fund–

.

I  Class

-10.54‌

10.37‌

MSCI

All

Country

Asia

ex

Japan

Index

Net

-6.30‌

13.52‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

4

names

and

showed

less

regard

for

business

quality.

The

backdrop

hindered

shares

of

Kotak

Mahindra

Bank,

a

leading

private

sector

lender

in

India.

A

change

in

the

bank’s

chief

executive

officer

pressured

the

stock

further,

and

we

eliminated

our

position

in

it.

Conversely,

Taiwan

was

a

relative

contributor.

Our

stock

picks

were

favorable,

which

made

up

for

our

underweight

exposure

to

the

region’s

best

performing

market.

Taiwan’s

technology-oriented

market

surged

on

investor

expectations

for

the

technology

hardware

cycle’s

recovery

and

growing

enthusiasm

toward

artificial

intelligence.

Mediatek’s

shares

soared;

the

designer

of

semiconductor

chips

for

smartphones

reported

better-than-expected

results

and

flagged

its

potential

return

to

revenue

growth

amid

signs

of

improving

smartphone

demand.

How

is

the

fund

positioned?

Our

focus

remained

on

stock

selection

even

as

macroeconomic

events

largely

overshadowed

company

fundamentals

during

the

reporting

period.

We

continued

to

seek

high-quality

businesses

with

the

ability

to

compound

earnings

across

market

cycles,

especially

those

that

stand

to

gain

from

company-specific

growth

drivers

or

broader

structural

tailwinds.

Market

pullbacks

created

attractive

entry

points

for

us

to

invest

in

several

of

such

companies.

China

was

our

largest

absolute

market

exposure.

Our

fundamental

research,

enhanced

by

on-the-ground

checks

in

China,

continued

to

point

us

to

companies

that

display

good

growth

prospects

at

undemanding

valuations.

We

invested

in

online

recruitment

company

Kanzhun.

We

think

it

has

driven

the

adoption

of

online

hiring

in

China

with

its

innovative

recommendation-

based

model,

and

we

believe

it

can

grow

in

an

underpenetrated

market.

We

also

bought

shares

of

Atour

Lifestyle,

an

upper-midscale

hotel

operator.

We

expect

it

to

increase

its

unit

numbers

rapidly

in

a

widening

segment

of

China’s

hotel

industry.

Conversely,

we

sold

shares

where

our

investment

theses

changed

or

materialized.

We

exited

our

holding

in

food

delivery

platform

Meituan

in

view

of

rising

industry

competition.

We

also

eliminated

our

position

in

city

gas

distributor

ENN

Energy,

taking

advantage

of

the

stock’s

rally

on

the

heels

of

China’s

economic

reopening.

India

was

another

sizable

absolute

market

position.

A

large

part

of

that

allocation

was

in

private

sector

banks

that

we

regard

as

high-quality

franchises.

We

believe

they

can

benefit

from

India’s

economic

growth

through

their

consumer

and

corporate

lending

businesses.

We

also

like

companies

that

offer

direct

exposure

to

domestic

consumption,

which

we

think

is

poised

for

T.

ROWE

PRICE

Asia

Opportunities

Fund

5

structural

growth.

We

bought

shares

of

motorcycle

manufacturer

TVS

Motor

given

our

view

of

a

demand

recovery.

TVS

Motor

has

also

been

upgrading

its

product

portfolio,

and

we

believe

it

is

well

positioned

in

the

electric

scooter

market.

At

the

sector

level,

financials

was

the

biggest

absolute

allocation.

We

found

several

leading

banks

in

Asia

ex-Japan

displaying

steady

long-term

growth

characteristics,

contrary

to

a

popular

perception

of

banks

being

highly

cyclical

businesses.

Apart

from

Indian

private

sector

lenders,

we

also

owned

several

Southeast

Asian

banks

with

major

footprints

in

their

respective

markets.

We

invested

in

Bank

Mandiri

in

Indonesia.

We

view

it

as

one

of

the

local

industry’s

leaders

in

digitalization,

and

we

believe

this

can

drive

market

share

gains

in

funding

and

loans.

We

also

had

a

significant

absolute

exposure

to

information

technology.

Following

the

sector’s

rally

since

late

2022,

we

sought

to

manage

position

sizes.

For

example,

we

sold

shares

of

chipmaker

Taiwan

Semiconductor

Manufacturing,

which

continues

to

be

a

major

holding

in

the

fund

as

we

like

the

company’s

technology

leadership

and

its

exposure

to

the

chip

industry’s

ongoing

recovery.

What

is

portfolio

management’s

outlook?

We

are

constructive

about

the

diverse

investment

opportunities

that

Asia

ex-Japan

equities

offer.

Various

tailwinds,

including

a

prospective

upturn

in

the

technology

hardware

cycle

and

structural

economic

improvements,

underpin

our

view.

Wide-

ranging

market

and

stock

valuations

also

reflect

the

diversity

of

the

investment

universe,

providing

opportunities

for

active,

bottom-up

investors.

Our

goal

is

to

identify

high-quality

companies

that

can

compound

earnings

across

different

market

environments.

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

10/31/23

Financials

29.1‌%

Information

Technology

20.9‌ 

Consumer

Discretionary

19.6‌ 

Communication

Services

11.5‌ 

Consumer

Staples

7.5‌ 

Industrials

and

Business

Services

3.8‌ 

Materials

3.5‌ 

Real

Estate

3.1‌ 

Energy

0.0‌ 

Health

Care

0.0‌ 

Utilities

0.0‌ 

Other

and

Reserves

1.0‌ 

Total

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Asia

Opportunities

Fund

6

In

China,

we

see

notable

policy

easing

in

some

areas,

signaling

the

government’s

intent

to

stabilize

the

economy.

Despite

the

supportive

policy

stance,

investors

have

largely

remained

cautious

about

the

economy’s

longer-

term

prospects

given

its

debt

load,

property

market

strains,

and

aging

population.

We

believe

market

expectations

are

extremely

low,

which

indicates

opportunities

to

selectively

purchase

high-quality

stocks

at

reduced

valuations.

By

contrast,

India’s

economic

strength

has

spurred

investor

confidence.

We

are

optimistic

about

the

economy’s

growth

over

the

next

few

years,

following

a

period

of

subpar

performance

as

over-leveraged

companies

focused

on

paring

debt.

We

view

India’s

young

and

growing

population,

with

room

to

borrow

for

spending,

as

an

engine

for

consumption.

Major

economic

reforms

should

also

lift

India’s

structural

potential,

in

our

view.

Nonetheless,

we

recognize

the

high

valuations

that

Indian

equities

typically

command

and

are

disciplined

about

not

overpaying

for

stocks.

We

see

some

positive

trends

in

India

similarly

running

through

parts

of

Southeast

Asia.

In

Indonesia

and

the

Philippines,

we

think

vibrant

populations

and

modest

levels

of

household

debt

bode

well

for

consumption

over

the

long

run.

We

believe

certain

banks

and

consumer-facing

companies

offer

compelling

exposure

to

this

theme.

Elsewhere,

we

view

the

technology-oriented

markets

of

Taiwan

and

South

Korea

as

key

beneficiaries

of

the

technology

hardware

cycle’s

recovery.

We

see

positive

signals

in

areas

such

as

the

memory

chip

industry,

where

major

producers

have

cut

supply.

That

said,

we

remain

careful

in

assessing

the

extent

of

cyclical

recovery

that

investors

have

priced

into

technology

stocks.

We

continue

to

monitor

potential

market

risks.

These

include

regulatory

uncertainty

in

China,

global

geopolitical

tensions,

sustained

inflationary

pressures,

and

the

potential

for

interest

rates

to

stay

higher

for

longer.

We

think

bottom-up

stock

selection

is

key

to

identifying

high-quality

companies

that

can

navigate

these

risks

and

grow

their

earnings

over

time.

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.

T.

ROWE

PRICE

Asia

Opportunities

Fund

7

PRINCIPAL

RISKS

Investing

in

Asia.

Certain

Asian

economies

have

experienced

high

inflation,

high

unemployment,

currency

devaluations

and

restrictions,

and

overextension

of

credit.

Many

Asian

economies

have

experienced

rapid

growth

and

industrialization,

and

there

is

no

assurance

that

this

growth

rate

will

be

maintained.

Adverse

events

in

any

one

Asian

country

may

have

a

significant

economic

effect

on

the

entire

Asian

region,

as

well

as

on

major

trading

partners

outside

Asia.

Certain

Asian

countries

have

also

developed

increasingly

strained

relationships

with

the

U.S.,

and

if

these

relations

were

to

worsen,

they

could

adversely

affect

Asian

issuers

that

rely

on

the

U.S.

for

trade.

In

addition,

some

Asian

countries

are

subject

to

social

and

labor

risks

associated

with

demands

for

improved

political,

economic,

and

social

conditions.

Increased

political

and

social

unrest,

imposition

of

tariffs,

sanctions,

and

other

trade

barriers,

military

conflicts

and

strained

international

relations,

cyberattacks,

and

reduced

spending

on

products

and

services

produced

in

Asia

could

cause

significant

economic

uncertainty

and

declines

in

the

region.

The

Asian

region,

and

particularly

China

and

South

Korea,

may

be

adversely

affected

by

political,

military,

economic,

and

other

factors

related

to

North

Korea.

International

investing.

Investments

outside

the

U.S.

may

lose

value

because

of

declining

foreign

currencies

or

adverse

political

or

economic

events

overseas,

among

other

things.

Securities

of

non-U.S.

issuers

(including

depositary

receipts

and

other

instruments

that

represent

interests

in

a

non-U.S.

issuer)

tend

to

be

more

volatile

than

U.S.

securities

and

are

subject

to

trading

markets

with

lower

overall

liquidity,

governmental

interference,

and

regulatory

and

accounting

standards

and

settlement

practices

that

differ

from

the

U.S.

The

fund

could

experience

losses

based

solely

on

the

weakness

of

foreign

currencies

in

which

the

fund’s

holdings

are

denominated

versus

the

U.S.

dollar,

and

changes

in

the

exchange

rates

between

such

currencies

and

the

U.S.

dollar.

Risks

can

result

from

differing

regulatory

environments,

less

stringent

investor

protections,

less

availability

of

public

information

about

issuers,

uncertain

tax

laws,

and

higher

transaction

costs

compared

with

U.S.

markets.

Investments

outside

the

U.S.

could

be

subject

to

governmental

actions

such

as

capital

or

currency

controls,

nationalization

of

a

company

or

industry,

expropriation

of

assets,

or

imposition

of

high

taxes.

For

a

more

thorough

discussion

of

risks,

please

see

the

fund’s

prospectus.

T.

ROWE

PRICE

Asia

Opportunities

Fund

8

BENCHMARK

INFORMATION

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.

T.

ROWE

PRICE

Asia

Opportunities

Fund

9

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

ISSUERS

Percent

of

Net

Assets

10/31/23

Taiwan

Semiconductor

Manufacturing,

Taiwan

10.1‌%

Samsung

Electronics,

South

Korea

8.0‌ 

Tencent

Holdings,

China

6.5‌ 

Axis

Bank,

India

4.5‌ 

Alibaba

Group

Holding,

China

4.1‌ 

Yum

China

Holdings,

China

3.7‌

AIA

Group,

Hong

Kong

3.5‌

Bank

Central

Asia,

Indonesia

3.2‌

ICICI

Bank,

India

3.1‌

DBS

Group

Holdings,

Singapore

2.2‌

HDFC

Bank,

India

2.0‌

Chailease

Holding,

Taiwan

2.0‌

Ping

An

Insurance

Group,

China

1.9‌

Kanzhun,

China

1.9‌

Fuyao

Glass

Industry

Group,

China

1.9‌

Jollibee

Foods,

Philippines

1.8‌

Sumber

Alfaria

Trijaya,

Indonesia

1.8‌

China

Resources

Mixc

Lifestyle

Services,

China

1.8‌

Hongfa

Technology,

China

1.7‌

TVS

Motor,

India

1.6‌

HDFC

Life

Insurance,

India

1.6‌

Maruti

Suzuki

India,

India

1.6‌

Kweichow

Moutai,

China

1.6‌

Li

Auto,

China

1.6‌

Atour

Lifestyle

Holdings,

China

1.6‌

Total

75.3‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

Asia

Opportunities

Fund

10

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.

ASIA

OPPORTUNITIES

FUND 

Note:

Performance

for

the Advisor

and

I Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

10/31/23

1

Year

5

Years

Since

Inception

Inception

Date

Asia

Opportunities

Fund

–

.

10.02‌%

3.10‌%

4.55‌%

5/21/14

Asia

Opportunities

Fund–

.

Advisor  Class

9.90‌

3.01‌

4.41‌

5/21/14

Asia

Opportunities

Fund–

.

I  Class

10.37‌

3.41‌

4.33‌

3/6/17

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Asia

Opportunities

Fund

11

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.

Asia

Opportunities

Fund

1.33‌%

Asia

Opportunities

Fund–Advisor

Class

15.61‌ 

Asia

Opportunities

Fund–I

Class

1.02‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Asia

Opportunities

Fund

12

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.

ASIA

OPPORTUNITIES

FUND

Beginning

Account

Value

5/1/23

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period*

5/1/23

to

10/31/23

Investor

Class

Actual

$1,000.00

$893.40

$5.49

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.41

  5.85

Advisor

Class

Actual

  1,000.00

  892.60

  5.87

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.00

  6.26

I

Class

Actual

  1,000.00

  894.60

  4.01

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.97

  4.28

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

1.15%,

the

2

Advisor Class

was

1.23%,

and

the

3

I Class

was

0.84%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

13

QUARTER-END

RETURNS

Periods

Ended

9/30/23

1

Year

5

Years

Since

Inception

Inception

Date

Asia

Opportunities

Fund

–

.

6.38‌%

1.83‌%

5.04‌%

5/21/14

Asia

Opportunities

Fund–

.

Advisor  Class

6.31‌ 

1.73‌ 

4.91‌ 

5/21/14

Asia

Opportunities

Fund–

.

I  Class

6.83‌ 

2.14‌ 

5.03‌ 

3/6/17

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

2

Advisor

and

3

I

Class

shares,

1-800-638-8790

.

This

table

provides

returns

through

the

most

recent

calendar

quarter-end

rather

than

through

the

end

of

the

fund’s

fiscal

period.

It

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

Asia

Opportunities

Fund

Financial

Highlights

14

For

a

share

outstanding

throughout

each

period

Investor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

12.04‌

$

20.17‌

$

18.16‌

$

15.33‌

$

12.57‌

Investment

activities

Net

investment

income

(1)(2)

0.06‌

0.11‌

0.09‌

0.04‌

0.10‌

Net

realized

and

unrealized

gain/

loss

1.17‌

(6.89‌)

2.21‌

2.89‌

2.75‌

Total

from

investment

activities

1.23‌

(6.78‌)

2.30‌

2.93‌

2.85‌

Distributions

Net

investment

income

(0.07‌)

(0.08‌)

(0.02‌)

(0.10‌)

(0.09‌)

Net

realized

gain

(0.21‌)

(1.27‌)

(0.27‌)

—‌

—‌

Total

distributions

(0.28‌)

(1.35‌)

(0.29‌)

(0.10‌)

(0.09‌)

Redemption

fees

added

to

paid-in

capital

(1)(3)

—‌

—‌

—‌

—‌

—‌

(4)

NET

ASSET

VALUE

End

of

period

$

12.99‌

$

12.04‌

$

20.17‌

$

18.16‌

$

15.33‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

Financial

Highlights

15

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

Ratios/Supplemental

Data

Total

return

(2)(5)

10.02‌%

(35.80‌)%

12.66‌%

19.19‌%

22.80‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.50‌%

1.33‌%

1.15‌%

1.21‌%

1.30‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.15‌%

1.15‌%

1.15‌%

1.15‌%

1.15‌%

Net

investment

income

0.43‌%

0.64‌%

0.42‌%

0.28‌%

0.68‌%

Portfolio

turnover

rate

31.7‌%

29.5‌%

31.5‌%

92.6‌%

73.0‌%

Net

assets,

end

of

period

(in

thousands)

$45,209

$51,459

$150,929

$120,942

$92,167

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

fund

charged

redemption

fees

through

March

31,

2019.

(4)

Amounts

round

to

less

than

$0.01

per

share.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Asia

Opportunities

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

Advisor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

11.97‌

$

20.06‌

$

18.06‌

$

15.26‌

$

12.51‌

Investment

activities

Net

investment

income

(1)(2)

0.03‌

0.09‌

0.06‌

0.04‌

0.06‌

Net

realized

and

unrealized

gain/

loss

1.17‌

(6.85‌)

2.21‌

2.86‌

2.77‌

Total

from

investment

activities

1.20‌

(6.76‌)

2.27‌

2.90‌

2.83‌

Distributions

Net

investment

income

—‌

(0.06‌)

—‌

(0.10‌)

(0.08‌)

Net

realized

gain

(0.21‌)

(1.27‌)

(0.27‌)

—‌

—‌

Total

distributions

(0.21‌)

(1.33‌)

(0.27‌)

(0.10‌)

(0.08‌)

Redemption

fees

added

to

paid-in

capital

(1)(3)

—‌

—‌

—‌

—‌

—‌

(4)

NET

ASSET

VALUE

End

of

period

$

12.96‌

$

11.97‌

$

20.06‌

$

18.06‌

$

15.26‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

Ratios/Supplemental

Data

Total

return

(2)(5)

9.90‌%

(35.87‌)%

12.56‌%

19.08‌%

22.73‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

16.67‌%

15.61‌%

1.50‌%

1.51‌%

1.64‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.25‌%

1.25‌%

1.25‌%

1.25‌%

1.25‌%

Net

investment

income

0.24‌%

0.57‌%

0.27‌%

0.28‌%

0.44‌%

Portfolio

turnover

rate

31.7‌%

29.5‌%

31.5‌%

92.6‌%

73.0‌%

Net

assets,

end

of

period

(in

thousands)

$53

$49

$390

$436

$484

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

fund

charged

redemption

fees

through

March

31,

2019.

(4)

Amounts

round

to

less

than

$0.01

per

share.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Asia

Opportunities

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

10/31/23

10/31/22

10/31/21

10/31/20

10/31/19

NET

ASSET

VALUE

Beginning

of

period

$

12.09‌

$

20.31‌

$

18.24‌

$

15.36‌

$

12.60‌

Investment

activities

Net

investment

income

(1)(2)

0.12‌

0.19‌

0.17‌

0.10‌

0.15‌

Net

realized

and

unrealized

gain/

loss

1.16‌

(6.96‌)

2.21‌

2.89‌

2.75‌

Total

from

investment

activities

1.28‌

(6.77‌)

2.38‌

2.99‌

2.90‌

Distributions

Net

investment

income

(0.18‌)

(0.18‌)

(0.04‌)

(0.11‌)

(0.14‌)

Net

realized

gain

(0.21‌)

(1.27‌)

(0.27‌)

—‌

—‌

Total

distributions

(0.39‌)

(1.45‌)

(0.31‌)

(0.11‌)

(0.14‌)

NET

ASSET

VALUE

End

of

period

$

12.98‌

$

12.09‌

$

20.31‌

$

18.24‌

$

15.36‌

Ratios/Supplemental

Data

Total

return

(2)(3)

10.37‌%

(35.65‌)%

13.05‌%

19.56‌%

23.22‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.13‌%

1.02‌%

0.92‌%

1.00‌%

1.07‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.84‌%

0.84‌%

0.83‌%

0.84‌%

0.84‌%

Net

investment

income

0.84‌%

1.17‌%

0.80‌%

0.62‌%

1.02‌%

Portfolio

turnover

rate

31.7‌%

29.5‌%

31.5‌%

92.6‌%

73.0‌%

Net

assets,

end

of

period

(in

thousands)

$40,849

$67,102

$95,533

$56,039

$36,723

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Asia

Opportunities

Fund

October

31,

2023

19

Portfolio

of

Investments

‡

Shares

$

Value

(

Cost

and

value

in

$000s)

‡

CHINA

35.3%

Common

Stocks

28.0%

Alibaba

Group

Holding

(HKD)  (1)

341,680‌

3,518‌

Atour

Lifestyle

Holdings,

ADR

(USD)  (2)

71,202‌

1,357‌

China

Overseas

Land

&

Investment

(HKD) 

461,000‌

870‌

China

Overseas

Property

Holdings

(HKD) 

345,000‌

300‌

China

Resources

Mixc

Lifestyle

Services

(HKD) 

386,400‌

1,507‌

Kanzhun,

ADR

(USD)  (1)(2)

110,857‌

1,641‌

Li

Auto,

Class

A

(HKD)  (1)

80,400‌

1,360‌

PDD

Holdings,

ADR

(USD)  (1)

6,938‌

704‌

Ping

An

Insurance

Group,

Class

H

(HKD) 

325,500‌

1,651‌

Tencent

Holdings

(HKD) 

151,500‌

5,607‌

Tencent

Music

Entertainment

Group,

ADR

(USD)  (1)

179,340‌

1,302‌

Tsingtao

Brewery,

Class

H

(HKD) 

136,000‌

1,031‌

Yum

China

Holdings

(HKD) 

61,264‌

3,210‌

24,058‌

Common

Stocks

-

China

A

Shares

7.3%

Fuyao

Glass

Industry

Group,

A

Shares

(CNH) 

319,800‌

1,627‌

Hangzhou

Huawang

New

Material

Technology,

A

Shares

(CNH) 

315,700‌

874‌

Hongfa

Technology,

A

Shares

(CNH) 

361,920‌

1,436‌

Kweichow

Moutai,

A

Shares

(CNH) 

6,000‌

1,382‌

Shenzhen

Inovance

Technology,

A

Shares

(CNH) 

118,850‌

982‌

6,301‌

Total

China

(Cost

$30,410

)

30,359‌

HONG

KONG

5.5%

Common

Stocks

5.5%

AIA

Group 

349,400‌

3,034‌

DFI

Retail

Group

Holdings

(USD) 

310,100‌

662‌

HKT

Trust

&

HKT 

1,039,000‌

1,076‌

Total

Hong

Kong

(Cost

$4,876

)

4,772‌

INDIA

17.3%

Common

Stocks

17.3%

Asian

Paints 

24,955‌

900‌

Axis

Bank 

327,508‌

3,859‌

HDFC

Bank 

99,144‌

1,757‌

HDFC

Life

Insurance 

187,545‌

1,399‌

Hindustan

Unilever 

27,271‌

814‌

ICICI

Bank 

244,340‌

2,691‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

Infosys,

ADR

(USD)  (2)

41,096‌

675‌

Maruti

Suzuki

India 

11,192‌

1,397‌

TVS

Motor 

73,983‌

1,415‌

Total

India

(Cost

$13,444

)

14,907‌

INDONESIA

6.5%

Common

Stocks

6.5%

Bank

Central

Asia 

4,935,500‌

2,719‌

Bank

Mandiri

Persero 

3,665,700‌

1,310‌

Sumber

Alfaria

Trijaya 

8,411,900‌

1,531‌

Total

Indonesia

(Cost

$4,860

)

5,560‌

PHILIPPINES

4.6%

Common

Stocks

4.6%

BDO

Unibank 

567,189‌

1,277‌

Jollibee

Foods 

434,080‌

1,569‌

Philippine

Seven  (1)

797,521‌

1,070‌

Total

Philippines

(Cost

$3,444

)

3,916‌

SINGAPORE

2.5%

Common

Stocks

2.5%

DBS

Group

Holdings 

80,200‌

1,927‌

Sea,

ADR

(USD)  (1)

6,104‌

254‌

Total

Singapore

(Cost

$1,743

)

2,181‌

SOUTH

KOREA

10.7%

Common

Stocks

10.7%

Hyundai

Marine

&

Fire

Insurance 

45,534‌

1,062‌

LG

Chem 

3,691‌

1,210‌

Samsung

Electronics 

139,174‌

6,927‌

Total

South

Korea

(Cost

$7,411

)

9,199‌

TAIWAN

14.0%

Common

Stocks

14.0%

ASE

Technology

Holding 

177,000‌

620‌

Chailease

Holding 

313,934‌

1,703‌

MediaTek 

42,000‌

1,096‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

Taiwan

Semiconductor

Manufacturing,

ADR

(USD) 

100,423‌

8,667‌

Total

Taiwan

(Cost

$6,033

)

12,086‌

THAILAND

1.1%

Common

Stocks

1.1%

Airports

of

Thailand  (1)

484,400‌

902‌

Total

Thailand

(Cost

$1,102

)

902‌

UNITED

STATES

0.8%

Common

Stocks

0.8%

Coupang  (1)

40,596‌

690‌

Total

United

States

(Cost

$594

)

690‌

VIETNAM

0.7%

Common

Stocks

0.7%

Asia

Commercial

Bank 

690,600‌

640‌

Total

Vietnam

(Cost

$762

)

640‌

SHORT-TERM

INVESTMENTS

1.2%

Money

Market

Funds

1.2%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (3)(4)

1,067,616‌

1,068‌

Total

Short-Term

Investments

(Cost

$1,068)

1,068‌

SECURITIES

LENDING

COLLATERAL

1.4%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

JPMORGAN

CHASE

BANK

1.4%

Money

Market

Funds

1.4%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (3)(4)

1,216,780‌

1,217‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

JPMorgan

Chase

Bank

1,217‌

Total

Securities

Lending

Collateral

(Cost

$1,217)

1,217‌

Total

Investments

in

Securities

101.6%

of

Net

Assets

(Cost

$76,964)

$

87,497‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

22

‡

Country

classifications

are

generally

based

on

MSCI

categories

or

another

unaffiliated

third

party

data

provider;

Shares

are

denominated

in

the

currency

of

the

country

presented

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3

.

All

or

a

portion

of

this

security

is

on

loan

at

October

31,

2023.

(3)

Seven-day

yield

(4)

Affiliated

Companies

ADR

American

Depositary

Receipts

CNH

Offshore

China

Renminbi

HKD

Hong

Kong

Dollar

USD

U.S.

Dollar

T.

ROWE

PRICE

Asia

Opportunities

Fund

23

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

October

31,

2023.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

—‌

$

—‌

$

136‌++

Totals

$

—‌#

$

—‌

$

136‌+

Supplementary

Investment

Schedule

Affiliate

Value

10/31/22

Purchase

Cost

Sales

Cost

Value

10/31/23

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

5,910‌

 ¤

  ¤

$

2,285‌

Total

$

2,285‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3

.

+

Investment

income

comprised

$136

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$2,285.

T.

ROWE

PRICE

Asia

Opportunities

Fund

October

31,

2023

Statement

of

Assets

and

Liabilities

24

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Assets

Investments

in

securities,

at

value

(cost

$76,964)

$

87,497‌

Foreign

currency

(cost

$94)

93‌

Dividends

receivable

37‌

Receivable

for

shares

sold

8‌

Other

assets

25‌

Total

assets

87,660‌

Liabilities

Obligation

to

return

securities

lending

collateral

1,217‌

Investment

management

fees

payable

60‌

Payable

for

shares

redeemed

57‌

Due

to

affiliates

7‌

Other

liabilities

208‌

Total

liabilities

1,549‌

NET

ASSETS

$

86,111‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

(21,783‌)

Paid-in

capital

applicable

to

6,631,285

shares

of

$0.01

par

value

capital

stock

outstanding;

18,000,000,000

shares

of

the

Corporation

authorized

107,894‌

NET

ASSETS

$

86,111‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$45,209;

Shares

outstanding:

3,480,840)

$

12.99‌

Advisor

Class

(Net

assets:

$53;

Shares

outstanding:

4,062)

$

12.96‌

I

Class

(Net

assets:

$40,849;

Shares

outstanding:

3,146,383)

$

12.98‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

Statement

of

Operations

25

($000s)

Year

Ended

10/31/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$230)

$

1,819‌

Securities

lending

6‌

Total

income

1,825‌

Expenses

Investment

management

882‌

Shareholder

servicing

Investor

Class

$

220‌

Advisor

Class

9‌

I

Class

14‌

243‌

Prospectus

and

shareholder

reports

Investor

Class

15‌

I

Class

4‌

19‌

Custody

and

accounting

196‌

Registration

68‌

Legal

and

audit

58‌

Proxy

and

annual

meeting

6‌

Miscellaneous

17‌

Waived

/

paid

by

Price

Associates

(369‌)

Total

expenses

1,120‌

Net

investment

income

705‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

Statement

of

Operations

26

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

10/31/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(net

of

foreign

taxes

of

$74)

(9,677‌)

Foreign

currency

transactions

(3‌)

Net

realized

loss

(9,680‌)

Change

in

net

unrealized

gain

/

loss

Securities

(net

of

decrease

in

deferred

foreign

taxes

of

$(78))

25,951‌

Other

assets

and

liabilities

denominated

in

foreign

currencies

(1‌)

Change

in

net

unrealized

gain

/

loss

25,950‌

Net

realized

and

unrealized

gain

/

loss

16,270‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

16,975‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

Statement

of

Changes

in

Net

Assets

27

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/23

10/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

705‌

$

1,676‌

Net

realized

loss

(9,680‌)

(19,495‌)

Change

in

net

unrealized

gain

/

loss

25,950‌

(58,022‌)

Increase

(decrease)

in

net

assets

from

operations

16,975‌

(75,841‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(1,153‌)

(9,505‌)

Advisor

Class

(1‌)

(26‌)

I

Class

(2,028‌)

(6,777‌)

Decrease

in

net

assets

from

distributions

(3,182‌)

(16,308‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

11,654‌

14,954‌

Advisor

Class

28‌

17‌

I

Class

8,494‌

36,122‌

Distributions

reinvested

Investor

Class

1,127‌

9,211‌

Advisor

Class

1‌

15‌

I

Class

1,974‌

6,546‌

Shares

redeemed

Investor

Class

(23,747‌)

(76,836‌)

Advisor

Class

(30‌)

(256‌)

I

Class

(45,793‌)

(25,866‌)

Decrease

in

net

assets

from

capital

share

transactions

(46,292‌)

(36,093‌)

T.

ROWE

PRICE

Asia

Opportunities

Fund

Statement

of

Changes

in

Net

Assets

28

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/23

10/31/22

Net

Assets

Decrease

during

period

(32,499‌)

(128,242‌)

Beginning

of

period

118,610‌

246,852‌

End

of

period

$

86,111‌

$

118,610‌

*Share

information

(000s)

Shares

sold

Investor

Class

784‌

911‌

Advisor

Class

2‌

1‌

I

Class

574‌

2,131‌

Distributions

reinvested

Investor

Class

79‌

517‌

Advisor

Class

–‌

1‌

I

Class

138‌

367‌

Shares

redeemed

Investor

Class

(1,658‌)

(4,634‌)

Advisor

Class

(2‌)

(17‌)

I

Class

(3,116‌)

(1,653‌)

Decrease

in

shares

outstanding

(3,199‌)

(2,376‌)

T.

ROWE

PRICE

Asia

Opportunities

Fund

NOTES

TO

FINANCIAL

STATEMENTS

29

T.

Rowe

Price

International

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Asia

Opportunities

Fund

(the

fund)

is a

nondiversified, open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital.

The

fund

has

three classes

of

shares:

the

Asia

Opportunities

Fund

(Investor

Class),

the

Asia

Opportunities

Fund–Advisor

Class

(Advisor

Class)

and

the

Asia

Opportunities

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.

T.

ROWE

PRICE

Asia

Opportunities

Fund

30

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

companies are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss. Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

pays

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

of

the

class’s

average

daily

net

assets;

during

the

year

ended

October

31,

2023,

the

Advisor

Class

incurred

less

than

$1,000

in

these

fees.

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.

T.

ROWE

PRICE

Asia

Opportunities

Fund

31

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

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 fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

T.

ROWE

PRICE

Asia

Opportunities

Fund

32

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities

and

the

last

quoted

sale

or

closing

price

for

international

securities.

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of

the fund’s portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

T.

ROWE

PRICE

Asia

Opportunities

Fund

33

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

October

31,

2023

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

15,290‌

$

69,922‌

$

—‌

$

85,212‌

Short-Term

Investments

1,068‌

—‌

—‌

1,068‌

Securities

Lending

Collateral

1,217‌

—‌

—‌

1,217‌

Total

$

17,575‌

$

69,922‌

$

—‌

$

87,497‌

T.

ROWE

PRICE

Asia

Opportunities

Fund

34

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, tend

to

have

economic

structures

that

are

less

diverse

and

mature,

less

developed

legal

and

regulatory

regimes,

and

political

systems

that

are

less

stable,

than

those

of

developed

countries.

These

markets

may

be

subject

to

greater

political,

economic,

and

social

uncertainty

and

differing

accounting

standards

and

regulatory

environments

that

may

potentially

impact

the

fund’s

ability

to

buy

or

sell

certain

securities

or

repatriate

proceeds

to

U.S.

dollars.

Emerging

markets

securities

exchanges

are

more

likely

to

experience

delays

with

the

clearing

and

settling

of

trades,

as

well

as

the

custody

of

holdings

by

local

banks,

agents,

and

depositories.

Such

securities

are

often

subject

to

greater

price

volatility,

less

liquidity,

and

higher

rates

of

inflation

than

U.S.

securities.

Investing

in

frontier

markets

is

typically

significantly

riskier

than

investing

in

other

countries,

including

emerging

markets.

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

T.

ROWE

PRICE

Asia

Opportunities

Fund

35

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

October

31,

2023,

the

value

of

loaned

securities

was

$1,168,000;

the

value

of

cash

collateral

and

related

investments

was

$1,217,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $34,435,000 and

$80,980,000,

respectively,

for

the

year ended

October

31,

2023.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return,

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

character

of

income

on

passive

foreign

investment

companies,

the

recharacterization

of

distributions,

the

character

of

foreign

capital

gains

taxes

and

the

differences

in

treatment

of

corporate

actions.

T.

ROWE

PRICE

Asia

Opportunities

Fund

36

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

October

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

October

31,

2023,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales

and

the

realization

of

gains/losses

on

passive

foreign

investment

companies.

The

loss

carryforwards

and

deferrals

primarily

relate

to

capital

loss

carryforwards.

Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

($000s)

October

31,

2023

October

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

3,182‌

$

6,887‌

Long-term

capital

gain

—‌

9,421‌

Total

distributions

$

3,182‌

$

16,308‌

($000s)

Cost

of

investments

$

78,917‌

Unrealized

appreciation

$

18,209‌

Unrealized

depreciation

(9,813‌)

Net

unrealized

appreciation

(depreciation)

$

8,396‌

($000s)

Undistributed

ordinary

income

$

1,536‌

Net

unrealized

appreciation

(depreciation)

8,396‌

Loss

carryforwards

and

deferrals

(31,715‌)

Total

distributable

earnings

(loss)

$

(21,783‌)

T.

ROWE

PRICE

Asia

Opportunities

Fund

37

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

0.50%

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. At

October

31,

2023,

the

effective

annual

group

fee

rate

was

0.29%.

The Investor Class

and Advisor Class

are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

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;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

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

T.

ROWE

PRICE

Asia

Opportunities

Fund

38

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver. 

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended October

31,

2023

as

indicated

in

the

table

below.

Including these

amounts,

expenses

previously

waived/paid

by

Price

Associates

in

the

amount

of $816,000 remain

subject

to

repayment

by

the

fund

at

October

31,

2023.

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

Investor

Class

Advisor

Class

I

Class

Expense

limitation/I

Class

Limit

1.15%

1.25%

0.05%

Expense

limitation

date

02/28/25

02/28/25

02/28/25

(Waived)/repaid

during

the

period

($000s)

$(203)

$(9)

$(157)

T.

ROWE

PRICE

Asia

Opportunities

Fund

39

year

ended

October

31,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$112,000

for

Price

Associates;

$187,000

for

T.

Rowe

Price

Services,

Inc.;

and

less

than

$1,000

for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).  

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

As

of

October

31,

2023,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

442,936

shares

of

the

I

Class,

representing

14%

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

year

ended

October

31,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war

and

conflict,

terrorism,

geopolitical

events,

and

public

health

epidemics and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the 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.

T.

ROWE

PRICE

Asia

Opportunities

Fund

40

The

global

outbreak

of

COVID-19

and

the

related

governmental

and

public

responses

have

led

and

may

continue

to

lead

to

increased

market

volatility

and

the

potential

for

illiquidity

in

certain

classes

of

securities

and

sectors

of

the

market

either

in

specific

countries

or

worldwide.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict,

leading

to

economic

sanctions imposed

on

Russia

that

target certain

of

its

citizens

and

issuers

and

sectors

of

the

Russian

economy,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

banking

industry

experienced

heightened

volatility,

which

sparked

concerns

of

potential

broader

adverse

market

conditions.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Asia

Opportunities

Fund

41

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

International

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

Asia

Opportunities

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Asia

Opportunities

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

International

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

October

31,

2023,

the

related

statement

of

operations

for

the

year

ended

October

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

October

31,

2023

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

October

31,

2023,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

October

31,

2023

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

October

31,

2023

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Asia

Opportunities

Fund

42

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

October

31,

2023

by

correspondence

with

the

custodian

and

transfer

agent.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

December

19,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Asia

Opportunities

Fund

43

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 10/31/23

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included

$1,971,000

from

short-term

capital

gains. 

For

taxable

non-corporate

shareholders,

$1,104,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$42,000

of

the

fund's

income

qualifies

for

the

dividends-

received

deduction.  

The

fund

will

pass

through

foreign

source

income

of

$1,142,000

and

foreign

taxes

paid

of

$271,000.  

T.

ROWE

PRICE

Asia

Opportunities

Fund

44

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

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

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

RESULTS

OF

PROXY

VOTING

A

Special

Meeting

of

Shareholders

was

held

on

July

24,

2023

for

shareholders

of

record

on

April

7,

2023,

to

elect

the

following

director-nominees

to

serve

on

the

Board

of

all

Price

Funds.

The

newly

elected

Directors

took

office

effective

July

24,

2023.

The

results

of

the

voting

were

as

follows:

Teresa

Bryce

Bazemore,

Bruce

W.

Duncan,

Robert

J.

Gerrard,

Jr.,

Paul

F.

McBride

and

David

Oestreicher

continue

to

serve

as

Directors

on

the

Board

of

all

Price

Funds.

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

.

Votes

For

Votes

Withheld

Melody

Bianchetto

5,316,532,865

42,338,636

Mark

J.

Parrell

5,314,462,793

44,388,756

Kellye

L.

Walker

5,314,203,135

44,903,088

Eric

L.

Veiel

5,309,419,858

49,685,657

T.

ROWE

PRICE

Asia

Opportunities

Fund

45

TAILORED

SHAREHOLDER

REPORTS

FOR

MUTUAL

FUNDS

AND

EXCHANGE

TRADED

FUNDS

In

October

2022,

the

Securities

and

Exchange

Commission

(SEC)

adopted

rule

and

form

amendments

requiring

Mutual

Funds

and

Exchange-Traded

Funds

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

that

highlight

key

information

to

shareholders.

Other

information,

including

financial

statements,

will

no

longer

appear

in

the

funds’

shareholder

reports

but

will

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

T.

ROWE

PRICE

Asia

Opportunities

Fund

46

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

24,

2023,

the

Board

was

presented

with

an

annual

assessment

that

was

prepared

by

the

LRC

on

behalf

of

the

Adviser

and

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

Asia

Opportunities

Fund

47

For the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2022,

through

March

31,

2023.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

Asia

Opportunities

Fund

48

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

Associates,

Inc. (T.

Rowe

Price),

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[209]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Melody

Bianchetto

(1966)

2023

[209]

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[209]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[209]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[209]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

Asia

Opportunities

Fund

49

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Mark

J.

Parrell

(1966)

2023

[209]

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council

and

Chair,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member,

National

Multifamily

Housing

Council

and

served

as

Chair

of

the

Finance

Committee

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

and

the

2022

Executive

Board

Nareit;

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

Kellye

L.

Walker

(1966)

2021

[209]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[209]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

50

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[209]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Mariel

Abreu

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Jason R.

Adams

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ulle

Adamson,

CFA

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Roy

H.

Adkins

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Syed

H.

Ali

(1970)

Vice

President

Vice

President,

Price

Hong

Kong,

Price

Singapore,

and

T.

Rowe

Price

Group,

Inc.

Kennard

W.

Allen

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Paulina

Amieva

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ziad

Bakri,

M.D.,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Harishankar

Balkrishna

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sheena

L.

Barbosa

(1983)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Jason

A.

Bauer

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Luis

M.

Baylac

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

51

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

R.

Scott

Berg,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Steven

E.

Boothe,

CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Peter

I.

Botoucharov

(1965)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Tala

Boulos

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher

P.

Brown, CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019)

Shiu

Tak

(Sheldon)

Chan

(1981)

Vice

President

Vice

President,

Price

International

and

T.

Rowe

Price

Group,

Inc.

Andrew

Chang

(1983)

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Carolyn

Hoi

Che

Chu

(1974)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Vincent

Chung

(1988)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Investment

Analyst/Trader,

Observatory

Capital

Management

LLP

(to

2019)

Archibald

Ciganer,

CFA

(1976)

Executive

Vice

President

Director

and

Vice

President,

Price

Japan;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Richard

N.

Clattenburg,

CFA

(1979)

Executive

Vice

President

Vice

President,

Price

Singapore,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Michael

F.

Connelly,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Richard

de

los

Reyes

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

52

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Michael

Della

Vedova

(1969)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Iona

Dent,

CFA

(1991)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Maria

Elena

Drew

(1973)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shawn

T.

Driscoll

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Bridget

A.

Ebner

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

David

J.

Eiswert,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Emory

(1963)

Assistant

Secretary 

Assistant

Vice

President

and

Assistant

Secretary,

T.

Rowe

Price;

Assistant

Secretary,

T.

Rowe

Price

Group,

Inc.,

Price

Investment

Management,

Price

International,

Price

Hong

Kong,

Price

Singapore,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Dawei

Feng

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Quentin

S.

Fitzsimmons

(1968)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Justin

T.

Gerbereux,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Aaron

Gifford,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Vishnu

V.

Gopal

(1979)

Vice

President

Vice

President,

Price

International

and

T.

Rowe

Price

Group,

Inc.

Benjamin

Griffiths,

CFA

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Shaoyu

Guo

(1992)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Economist,

J.P.

Morgan

(to

2020)

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

53

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Richard

L.

Hall

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Nabil

Hanano,

CFA

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jeffrey

Holford,

Ph.D.,

ACA

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Stefan

Hubrich,

Ph.D.,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Arif

Husain,

CFA

(1972)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Michael D.

Jacobs

(1971)

Vice

President

Vice

President,

Price

Japan,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Randal

S.

Jenneke

(1971)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.

Nina

P.

Jones,

CPA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Yoichiro

Kai

(1973)

Vice

President

Vice

President,

Price

Singapore,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jacob

H.

Kann,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Jai

Kapadia

(1982)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Andrew

J.

Keirle

(1974)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Trust

Company

Takanori

Kobayashi

(1981)

Vice

President

Vice

President,

Price

Japan,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Christopher

J.

Kushlis,

CFA

(1976)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

54

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Shengrong

Lau

(1982)

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Lu

Liu

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Johannes

Loefstrand

(1988)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Anh Lu

(1968)

Executive

Vice

President

Vice

President,

Price

Hong

Kong,

Price

International, and

T.

Rowe

Price

Group,

Inc.

Sebastien

Mallet

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Jennifer Martin

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ryan

Martyn

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Colin

McQueen

(1967)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Senior

Investment

Manager,

Global

Equities,

Sanlam

FOUR

Investments

UK

Limited

(to

2019)

Raymond

A.

Mills,

Ph.D.,

CFA

(1960)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Jihong

Min

(1979)

Executive

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Eric

C.

Moffett

(1974)

Executive

Vice

President

Vice

President,

Price

Singapore

and

T.

Rowe

Price

Group,

Inc.

Ivan

Morozov,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Samy

B.

Muaddi,

CFA

(1984)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

Price

International,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Tobias

F. Mueller,

CFA

(1980)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Razan

Nasser

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International;

formerly,

Senior

Economist,

HSBC

Bank

Middle

East

Ltd

(to

2019)

Kenneth

A. Orchard

(1975)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

55

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Oluwaseun Oyegunle,

CFA

(1984)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc., T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Todd

Reese

(1990)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Melanie

A.

Rizzo

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

David

L.

Rowlett,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Federico

Santilli,

CFA

(1974)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Nikolaj

Schmidt

(1975)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sebastian

Schrott

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Weijie

(Vivian)

Si

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Scott

D.

Solomon,

CFA

(1981)

Executive

Vice

President

Vice

President,

T.

Rowe

Price, T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Joshua

K.

Spencer,

CFA

(1973)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

David

Stanley

(1963)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Saurabh

Sud,

CFA

(1985)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Taymour

R.

Tamaddon,

CFA

(1976)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Ju

Yen

Tan

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Sin

Dee

Tan,

CFA

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Asia

Opportunities

Fund

56

Name

(Year

of

Birth)

Position

Held

With International

Funds 

Principal

Occupation(s) 

Siby

Thomas

(1979)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Justin

Thomson

(1968)

President

Director,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

Director

and

Vice

President,

Price

International

Rupinder

Vig

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Willem

Visser

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christopher Vost,

CFA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Zenon

Voyiatzis

(1971)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Verena

E.

Wachnitz,

CFA

(1978)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Hiroshi

Watanabe,

CFA

(1975)

Vice

President

Director

and

Vice

President,

Price

Japan;

Vice

President,

T.

Rowe

Price

Group,

Inc. 

James

Woodward,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Marta

Yago

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

T.

Yeagle

(1978)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ernest

C.

Yeung,

CFA

(1979)

Executive

Vice

President

Director

and

Vice

President,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.

Ellen

York

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Wenli

Zheng

(1979)

Executive

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202312-3146005

F104-050

12/23

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

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted 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. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)  Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2023		2022
Audit Fees	$	25,925	$	24,349
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)  Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g)  The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,584,000 and $2,760,000, respectively.

(h)  All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

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 attached.
(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.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 19, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 19, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	December 19, 2023