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: April 30, 2024

Item 1. Reports to Shareholders

     (a) Report pursuant to Rule 30e-1

Market

Commentary

Portfolio

Summary

Fund

Expense

Example

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

April

30,

2024

SemiAnnual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TCELX

China

Evolution

Equity

Fund

–

.

TRCLX

China

Evolution

Equity

Fund–

.

I Class

T.

ROWE

PRICE

China

Evolution

Equity

Fund

Go

Paperless

Going

paperless

offers

a

host

of

benefits,

which

include:

Timely

delivery

of

important

documents

Convenient

access

to

your

documents

anytime,

anywhere

Strong

security

protocols

to

safeguard

sensitive

data

Waive

your

account

service

fee

by

going

paperless.*

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Enroll:

˃

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you

invest

directly

with

T.

Rowe

Price,

go

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.

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you

invest

through

a

financial

intermediary

such

as

an

investment

advisor,

a

bank,

or

a

brokerage

firm,

please

contact

that

organization

and

ask

if

it

can

provide

electronic

documentation.

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

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service

fee,

including

other

ways

to

waive

it.

T.

ROWE

PRICE

China

Evolution

Equity

Fund

Market

Commentary

1

Dear

Shareholder

Major

global

stock

and

bond

indexes

produced

positive

results

during

the

first

half

of

your

fund’s

fiscal

year,

the

six-month

period

ended

April

30,

2024.

Investor

sentiment

was

bolstered

by

rising

hopes

at

the

end

of

2023

that

central

banks

would

be

able

to

cut

interest

rates

soon;

however,

stronger-than-expected

inflation

data

in

the

first

quarter

of

2024

contributed

to

a

downturn

in

April

that

offset

some

of

the

strong

gains

recorded

earlier

in

the

period.

Growth

stocks

outperformed

value

shares

over

the

six-month

period,

and

stocks

in

developed

markets

generally

outpaced

their

counterparts

in

emerging

markets.

Currency

movements

were

mixed

over

the

period—a

weaker

U.S.

dollar

versus

some

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities,

while

a

downturn

in

the

Japanese

yen

had

the

reverse

effect.

Technology

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

developments

and

produced

some

of

the

strongest

results

in

the

equity

market.

Within

the

U.S.-focused

S&P

500

Index,

the

communication

services,

financials, information

technology,

and

industrials sectors

all

recorded

strong

gains,

while

returns

for

energy

companies

were

more

muted

as

oil

prices

dipped

at

the

end

of

2023

before

rebounding

in

the

new

year.

U.S.

Treasury

yields

finished

the

period

lower,

which

supported

broadly

positive

results

in

the

fixed

income

market.

High

yield

corporate

bonds

produced

some

of

the

strongest

returns,

aided

by

the

higher

coupons

that

have

become

available

since

the

Fed

began

hiking

rates

about

two

years

ago,

as

well

as

strength

in

the

economy

that

kept

default

expectations

at

low

levels.

The

U.S.

economy

was

the

strongest

among

the

major

markets

during

the

period,

although

first-quarter

gross

domestic

product

growth—according

to

a

preliminary

estimate—slowed

from

the

level

reported

at

the

end

of

2023.

Meanwhile,

after

flirting

with

a

recession

late

last

year,

growth

in

the

eurozone

appeared

to

be

healthier

in

the

latest

reports,

and

China’s

economy

showed

signs

of

recovery

after

a

sluggish

performance

in

2023.

T.

ROWE

PRICE

China

Evolution

Equity

Fund

2

The

positive

economic

news

aided

investor

sentiment

following

widespread

expectations

for

a

downturn

last

year.

But

the

outlook

for

monetary

policy

as

global

central

banks

continued

their

fight

against

inflation

was

more

difficult

to

decipher.

After

significant

progress

in

reducing

the

rate

of

price

increases—

12-month

consumer

price

index

inflation

dropped

from

6.4%

to

3.3%

over

the

course

of

2023—Federal

Reserve

policymakers

helped

boost

sentiment

when

their

year-end

economic

projections

indicated

that

three

quarter-point

interest

rate

cuts

were

likely

in

2024,

up

from

the

two

they

had

forecast

previously.

However,

with

inflation

improvements

stalling

so

far

this

year,

Fed

officials

indicated

that

they

will

take

a

patient

approach

to

loosening

monetary

policy,

a

message

that

weighed

on

markets

near

the

end

of

our

reporting

period.

Outside

the

U.S.,

the

European

Central

Bank was

also

facing

sticky

inflation,

but

officials

indicated

that

they

would

like

to

begin

cutting

rates

soon

if

upcoming

reports

are

favorable.

Meanwhile,

moving

in

the

other

direction,

the

Bank

of

Japan

lifted

short-term

interest

rates

from

negative

territory

for

the

first

time

in

over

seven

years

following

a

long

campaign

against

disinflation,

although

Japan’s

monetary

policy

remains

among

the

most

accommodative

in

the

world.

Global

economies

have

displayed

continued

resilience

in

the

year-to-date

period,

but

risks

remain

as

we

look

ahead.

Elevated

geopolitical

tensions,

uncertainty

about

the

path

of

monetary

policy,

and

fading

fiscal

stimulus

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

help

identify

securities

that

can

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

China

Evolution

Equity

Fund

Portfolio

Summary

3

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

10/31/23

4/30/24

Industrials

and

Business

Services

24.5‌%

23.3‌%

Communication

Services

14.1‌

18.7‌

Consumer

Discretionary

19.3‌

18.1‌

Real

Estate

12.1‌

10.0‌

Energy

5.3‌

7.2‌

Health

Care

6.9‌

4.9‌

Materials

5.6‌

4.6‌

Information

Technology

5.3‌

3.5‌

Consumer

Staples

2.9‌

2.6‌

Utilities

3.0‌

2.4‌

Financials

0.0‌

0.0‌

Other

and

Reserves

1.0‌

4.7‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

China

Evolution

Equity

Fund

4

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

4/30/24

Kanzhun,

China

9.0‌%

Tencent

Music

Entertainment,

China

5.5‌ 

China

Resources

Mixc

Lifestyle

Services,

China

4.9‌ 

Haier

Smart

Home,

China

3.0‌ 

Fuyao

Glass

Industry,

China

2.9‌ 

KE

Holdings,

China

2.9‌ 

ZTO

Express

Cayman,

China

2.8‌ 

H

World,

China

2.8‌ 

Jason

Furniture

Hangzhou,

China

2.7‌ 

Yantai

Jereh

Oilfield

Services,

China

2.7‌ 

Tsingtao

Brewery,

China

2.5‌ 

CRRC,

China

2.5‌ 

Cmoc,

China

2.4‌ 

China

Resources

Gas

Group,

China

2.4‌ 

China

Oilfield

Services,

China

2.4‌ 

Hongfa

Technology,

China

2.3‌ 

China

Resources

Land,

China

2.2‌ 

Focus

Media

Information

Technology,

China

2.2‌ 

Yunnan

Aluminium,

China

2.2‌ 

Shenzhen

Megmeet

Electrical,

China

2.0‌ 

Shandong

Pharmaceutical

Glass,

China

2.0‌ 

China

Tower,

China

2.0‌ 

Li

Auto,

China

1.9‌ 

Xuji

Electric,

China

1.9‌ 

ASMPT,

Hong

Kong

1.9‌ 

Total

72.0‌%

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

China

Evolution

Equity

Fund

5

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

two

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

and

the

I

Class

shares

are

also

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

T.

ROWE

PRICE

China

Evolution

Equity

Fund

6

CHINA

EVOLUTION

EQUITY

FUND

Beginning

Account

Value

11/1/23

Ending

Account

Value

4/30/24

Expenses

Paid

During

Period*

11/1/23

to

4/30/24

Investor

Class

Actual

$1,000.00

$1,090.10

$7.28

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,017.90

  7.02

I

Class

Actual

  1,000.00

  1,092.60

  5.41

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.69

  5.22

*

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

(182),

and

divided

by

the

days

in

the

year

(366)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

1.40%,

and

the

2

I Class

was

1.04%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

China

Evolution

Equity

Fund

(Unaudited)

Financial

Highlights

7

For

a

share

outstanding

throughout

each

period

Investor

Class

(1)

6

Months

.

Ended

4/30/24

..

Year

..

..

Ended

.

12/10/19

(1)

Through

10/31/20

10/31/23

10/31/22

10/31/21

NET

ASSET

VALUE

Beginning

of

period

$

10.00‌

$

9.67‌

$

17.40‌

$

14.95‌

$

10.00‌

Investment

activities

Net

investment

income

(loss)

(2)

(3)

(0.02‌)

0.04‌

(0.01‌)

(0.03‌)

(—‌)

(4)

Net

realized

and

unrealized

gain/loss

0.89‌

0.45‌

(6.65‌)

2.73‌

4.95‌

Total

from

investment

activities

0.87‌

0.49‌

(6.66‌)

2.70‌

4.95‌

Distributions

Net

investment

income

(0.22‌)

(0.16‌)

—‌

—‌

—‌

Net

realized

gain

—‌

—‌

(1.07‌)

(0.25‌)

—‌

Total

distributions

(0.22‌)

(0.16‌)

(1.07‌)

(0.25‌)

—‌

NET

ASSET

VALUE

End

of

period

$

10.65‌

$

10.00‌

$

9.67‌

$

17.40‌

$

14.95‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

(Unaudited)

Financial

Highlights

8

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

(1)

6

Months

.

Ended

4/30/24

..

Year

..

..

Ended

.

12/10/19

(1)

Through

10/31/20

10/31/23

10/31/22

10/31/21

Ratios/Supplemental

Data

Total

return

(3)(5)

9.01‌%

4.78‌%

(40.83‌)%

18.22‌%

49.50‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

2.68‌%

(6)

2.17‌%

1.94‌%

1.45‌%

2.49‌%

(6)

Net

expenses

after

waivers/

payments

by

Price

Associates

1.40‌%

(6)

1.40‌%

1.40‌%

1.40‌%

1.43‌%

(6)

Net

investment

income

(loss)

(0.33‌)%

(6)

0.32‌%

(0.08‌)%

(0.19‌)%

(0.03‌)%

(6)

Portfolio

turnover

rate

25.2‌%

54.6‌%

62.2‌%

106.6‌%

60.6‌%

Net

assets,

end

of

period

(in

thousands)

$17,068

$15,953

$17,584

$63,037

$40,838

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(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.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(6)

Annualized

T.

ROWE

PRICE

China

Evolution

Equity

Fund

(Unaudited)

Financial

Highlights

9

For

a

share

outstanding

throughout

each

period

I

Class

(1)

6

Months

.

Ended

4/30/24

..

Year

..

..

Ended

.

12/10/19

(1)

Through

10/31/20

10/31/23

10/31/22

10/31/21

NET

ASSET

VALUE

Beginning

of

period

$

9.84‌

$

9.62‌

$

17.52‌

$

15.00‌

$

10.00‌

Investment

activities

Net

investment

income

(2)(3)

—‌

(4)

0.12‌

0.09‌

0.09‌

0.05‌

Net

realized

and

unrealized

gain/loss

0.88‌

0.43‌

(6.64‌)

2.68‌

4.95‌

Total

from

investment

activities

0.88‌

0.55‌

(6.55‌)

2.77‌

5.00‌

Distributions

Net

investment

income

(0.25‌)

(0.33‌)

—‌

—‌

—‌

Net

realized

gain

—‌

—‌

(1.35‌)

(0.25‌)

—‌

Total

distributions

(0.25‌)

(0.33‌)

(1.35‌)

(0.25‌)

—‌

NET

ASSET

VALUE

End

of

period

$

10.47‌

$

9.84‌

$

9.62‌

$

17.52‌

$

15.00‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

(Unaudited)

Financial

Highlights

10

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

(1)

6

Months

.

Ended

4/30/24

..

Year

..

..

Ended

.

12/10/19

(1)

Through

10/31/20

10/31/23

10/31/22

10/31/21

Ratios/Supplemental

Data

Total

return

(3)(5)

9.26‌%

5.11‌%

(40.57‌)%

18.63‌%

50.00‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

2.10‌%

(6)

1.66‌%

1.53‌%

1.28‌%

2.48‌%

(6)

Net

expenses

after

waivers/

payments

by

Price

Associates

1.04‌%

(6)

1.04‌%

1.04‌%

1.04‌%

1.08‌%

(6)

Net

investment

income

0.06‌%

(6)

1.01‌%

0.70‌%

0.47‌%

0.45‌%

(6)

Portfolio

turnover

rate

25.2‌%

54.6‌%

62.2‌%

106.6‌%

60.6‌%

Net

assets,

end

of

period

(in

thousands)

$20,329

$20,189

$30,679

$22,749

$2,912

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(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.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(6)

Annualized

T.

ROWE

PRICE

China

Evolution

Equity

Fund

April

30,

2024

(Unaudited)

11

Portfolio

of

Investments

‡

Shares

$

Value

(

Cost

and

value

in

$000s)

‡

CHINA  94.8%

Common

Stocks 57.3% 

Atour

Lifestyle

Holdings,

ADR

(USD) 

14,777‌

264‌

BOC

Aviation

(HKD) 

55,400‌

441‌

Bosideng

International

Holdings

(HKD) 

1,192,000‌

690‌

China

Resources

Gas

Group

(HKD) 

290,000‌

911‌

China

Resources

Land

(HKD) 

231,000‌

831‌

China

Resources

Mixc

Lifestyle

Services

(HKD) 

521,030‌

1,834‌

China

Tower,

Class

H

(HKD) 

6,328,000‌

741‌

CMOC

Group,

Class

H

(HKD) 

969,000‌

909‌

COSCO

SHIPPING

Energy

Transportation,

Class

H

(HKD) 

198,000‌

232‌

CRRC,

Class

H

(HKD) 

1,735,000‌

958‌

Greentown

Service

Group

(HKD) 

102,000‌

46‌

H

World

Group

(HKD) 

276,600‌

1,029‌

Haier

Smart

Home,

Class

H

(HKD) 

302,400‌

1,120‌

Kanzhun,

ADR

(USD) 

173,932‌

3,442‌

KE

Holdings,

ADR

(USD) 

72,134‌

1,091‌

Li

Auto,

Class

A

(HKD)  (1)

55,200‌

723‌

Shandong

Weigao

Group

Medical

Polymer,

Class

H

(HKD) 

1,038,800‌

704‌

Suzhou

Hailu

Heavy

Industry,

A

Shares  (1)

481,400‌

372‌

Tencent

Music

Entertainment

Group,

ADR

(USD)  (1)

168,472‌

2,114‌

Tsingtao

Brewery,

Class

H

(HKD) 

134,000‌

966‌

Wasion

Holdings

(HKD) 

266,000‌

217‌

Yangzijiang

Shipbuilding

Holdings

(SGD) 

557,100‌

715‌

ZTO

Express

Cayman

(HKD)  (2)

50,600‌

1,074‌

21,424‌

Common

Stocks

-

China

A

Shares 37.5% 

China

Oilfield

Services,

A

Shares

(CNH) 

365,001‌

899‌

CNOOC

Energy

Technology

&

Services,

A

Shares

(CNH) 

1,046,600‌

587‌

Focus

Media

Information

Technology,

A

Shares

(CNH) 

931,780‌

834‌

Fuyao

Glass

Industry

Group,

A

Shares

(CNH) 

159,344‌

1,095‌

Hongfa

Technology,

A

Shares

(CNH) 

219,947‌

865‌

Huali

Industrial

Group,

A

Shares

(CNH) 

61,000‌

564‌

Humanwell

Healthcare

Group,

A

Shares

(CNH) 

147,700‌

412‌

Jason

Furniture

Hangzhou,

A

Shares

(CNH) 

225,857‌

1,040‌

Moon

Environment

Technology,

A

Shares

(CNH) 

252,300‌

395‌

NARI

Technology,

A

Shares

(CNH) 

211,788‌

685‌

Oppein

Home

Group,

A

Shares

(CNH) 

37,000‌

318‌

Qingdao

Hiron

Commercial

Cold

Chain,

A

Shares

(CNH) 

184,000‌

354‌

Shandong

Pharmaceutical

Glass,

A

Shares

(CNH) 

195,800‌

762‌

Shenzhen

Megmeet

Electrical,

A

Shares

(CNH) 

255,280‌

766‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

12

Shares

$

Value

(Cost

and

value

in

$000s)

Warom

Technology,

A

Shares  (3)

199,210‌

598‌

WUS

Printed

Circuit

Kunshan,

A

Shares

(CNH) 

86,300‌

392‌

Xuji

Electric,

A

Shares

(CNH) 

200,000‌

729‌

Yantai

Jereh

Oilfield

Services

Group,

A

Shares

(CNH) 

231,900‌

1,017‌

YTO

Express

Group,

A

Shares

(CNH) 

248,600‌

544‌

Yunnan

Aluminium,

A

Shares

(CNH) 

416,100‌

821‌

Zhejiang

Dingli

Machinery,

A

Shares

(CNH) 

37,000‌

334‌

14,011‌

Total

China

(Cost

$36,130)

35,435‌

HONG

KONG  2.0%

Common

Stocks 2.0% 

ASMPT 

57,700‌

717‌

Impro

Precision

Industries 

100,000‌

27‌

Total

Hong

Kong

(Cost

$627)

744‌

SHORT-TERM

INVESTMENTS  4.6%

Money

Market

Funds  4.6%

T.

Rowe

Price

Government

Reserve

Fund,

5.37%  (4)(5)

1,709,382‌

1,709‌

Total

Short-Term

Investments

(Cost

$1,709)

1,709‌

SECURITIES

LENDING

COLLATERAL  0.7%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

JPMORGAN

CHASE

BANK  0.7%

Money

Market

Funds  0.7%

T.

Rowe

Price

Government

Reserve

Fund,

5.37%  (4)(5)

279,525‌

280‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

JPMorgan

Chase

Bank

280‌

Total

Securities

Lending

Collateral

(Cost

$280)

280‌

Total

Investments

in

Securities

102.1%

of

Net

Assets

(Cost

$38,746)

$

38,168‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

13

‡

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

April

30,

2024.

(3)

See

Note

3.

China

A

shares

held

through

the

QFII

are

subject

to

certain

restrictions.

(4)

Seven-day

yield

(5)

Affiliated

Companies

ADR

American

Depositary

Receipts

CNH

Offshore

China

Renminbi

HKD

Hong

Kong

Dollar

SGD

Singapore

Dollar

USD

U.S.

Dollar

T.

ROWE

PRICE

China

Evolution

Equity

Fund

14

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

six

months

ended

April

30,

2024.

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,

5.37%

$

—‌

$

—‌

$

25‌++

Totals

$

—‌#

$

—‌

$

25‌+

Supplementary

Investment

Schedule

Affiliate

Value

10/31/23

Purchase

Cost

Sales

Cost

Value

04/30/24

T.

Rowe

Price

Government

Reserve

Fund,

5.37%

$

2,427‌

 ¤

  ¤

$

1,989‌

Total

$

1,989‌^

#

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

$25

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

$1,989.

T.

ROWE

PRICE

China

Evolution

Equity

Fund

April

30,

2024

(Unaudited)

Statement

of

Assets

and

Liabilities

15

($000s,

except

shares

and

per

share

amounts)

t

Assets

Investments

in

securities,

at

value

(cost

$38,746)

$

38,168‌

Receivable

for

investment

securities

sold

236‌

Receivable

for

shares

sold

94‌

Dividends

receivable

26‌

Foreign

currency

(cost

$25)

25‌

Due

from

affiliates

22‌

Other

assets

30‌

Total

assets

38,601‌

Liabilities

Payable

for

shares

redeemed

610‌

Obligation

to

return

securities

lending

collateral

280‌

Payable

for

investment

securities

purchased

240‌

Investment

management

fees

payable

30‌

Other

liabilities

44‌

Total

liabilities

1,204‌

Commitments

and

Contingent

Liabilities

(note

5

)

NET

ASSETS

$

37,397‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

April

30,

2024

(Unaudited)

Statement

of

Assets

and

Liabilities

16

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

(23,284‌)

Paid-in

capital

applicable

to

3,543,581

shares

of

$0.01

par

value

capital

stock

outstanding;

18,000,000,000

shares

of

the

Corporation

authorized

60,681‌

NET

ASSETS

$

37,397‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$17,068;

Shares

outstanding:

1,602,659)

$

10.65‌

I

Class

(Net

assets:

$20,329;

Shares

outstanding:

1,940,922)

$

10.47‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

(Unaudited)

Statement

of

Operations

17

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

4/30/24

Investment

Income

(Loss)

Income

Dividend

$

183‌

Securities

lending

4‌

Total

income

187‌

Expenses

Investment

management

170‌

Shareholder

servicing

Investor

Class

$

49‌

I

Class

3‌

52‌

Prospectus

and

shareholder

reports

Investor

Class

4‌

I

Class

3‌

7‌

Custody

and

accounting

96‌

Legal

and

audit

46‌

Registration

23‌

Miscellaneous

15‌

Waived

/

paid

by

Price

Associates

(201‌)

Total

expenses

208‌

Net

investment

loss

(21‌)

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(572‌)

Foreign

currency

transactions

1‌

Net

realized

loss

(571‌)

Change

in

net

unrealized

gain

/

loss

on

securities

3,666‌

Net

realized

and

unrealized

gain

/

loss

3,095‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

3,074‌

T.

ROWE

PRICE

China

Evolution

Equity

Fund

(Unaudited)

Statement

of

Changes

in

Net

Assets

18

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

4/30/24

Year

Ended

10/31/23

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

(loss)

$

(21‌)

$

410‌

Net

realized

loss

(571‌)

(8,706‌)

Change

in

net

unrealized

gain

/

loss

3,666‌

11,469‌

Increase

in

net

assets

from

operations

3,074‌

3,173‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(338‌)

(291‌)

I

Class

(466‌)

(1,031‌)

Decrease

in

net

assets

from

distributions

(804‌)

(1,322‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

6,360‌

19,298‌

I

Class

3,144‌

8,703‌

Distributions

reinvested

Investor

Class

323‌

284‌

I

Class

426‌

965‌

Shares

redeemed

Investor

Class

(6,644‌)

(21,330‌)

I

Class

(4,624‌)

(21,892‌)

Decrease

in

net

assets

from

capital

share

transactions

(1,015‌)

(13,972‌)

Net

Assets

Increase

(decrease)

during

period

1,255‌

(12,121‌)

Beginning

of

period

36,142‌

48,263‌

End

of

period

$

37,397‌

$

36,142‌

*

Share

information

(000s)

Shares

sold

Investor

Class

650‌

1,551‌

I

Class

328‌

715‌

Distributions

reinvested

Investor

Class

34‌

24‌

I

Class

46‌

82‌

Shares

redeemed

Investor

Class

(676‌)

(1,798‌)

I

Class

(484‌)

(1,935‌)

Decrease

in

shares

outstanding

(102‌)

(1,361‌)

T.

ROWE

PRICE

China

Evolution

Equity

Fund

Unaudited

NOTES

TO

FINANCIAL

STATEMENTS

19

T.

Rowe

Price

International

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

China

Evolution

Equity

Fund

(the

fund)

is a

diversified, open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital.

The

fund

has two classes

of

shares:

the

China

Evolution

Equity

Fund

(Investor

Class)

and

the

China

Evolution

Equity

Fund–I

Class

(I

Class).

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. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

both

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

class.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from 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

T.

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China

Evolution

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Fund

20

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.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

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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)

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

T.

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China

Evolution

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Fund

22

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.

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

T.

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China

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23

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

April

30,

2024

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

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.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

6,911‌

$

29,268‌

$

—‌

$

36,179‌

Short-Term

Investments

1,709‌

—‌

—‌

1,709‌

Securities

Lending

Collateral

280‌

—‌

—‌

280‌

Total

$

8,900‌

$

29,268‌

$

—‌

$

38,168‌

T.

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PRICE

China

Evolution

Equity

Fund

24

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.

China

A

Shares

 The

fund

invests

in

certain

Chinese

equity

securities

(A

shares)

that

have

limited

availability

to

investors

outside

of

China.

The

fund

gains

access

to

the

A

share

market

through

the

Shanghai-Hong

Kong

Stock

Connect

program

(Shanghai

Stock

Connect),

through

the

Shenzhen-Hong

Kong

Stock

Connect

program

(Shenzhen

Stock

Connect),

or

through

a

wholly

owned

subsidiary

of

Price

Associates,

which

serves

as

the

registered

Qualified

Foreign

Institutional

Investor

(QFII)

for

all

participating

T.

Rowe

Price-sponsored

products

(each

a

participating

account).

Related

to

A

shares

held

through

the

QFII,

investment

decisions

are

specific

to

each

participating

account,

and

each

account

bears

the

economic

consequences

of

its

holdings

and

transactions

in

A

shares.

Further,

the

fund’s

ability

to

repatriate

cash

associated

with

its

A

shares

held

through

the

QFII

is

subject

to

certain

restrictions

and

administrative

processes

involving

the

Chinese

government;

consequently,

the

fund

may

experience

substantial

delays

in

gaining

access

to

its

assets

or

incur

a

loss

of

value

in

the

event

of

noncompliance

with

governmental

requirements.

A

shares

acquired

through

the

QFII

are

valued

using

the

onshore

renminbi

exchange

rate

(CNY),

and

those

acquired

through

the

Shanghai

Stock

Connect

and

the

Shenzhen

Stock

Connect

are

valued

using

the

offshore

renminbi

exchange

rate

(CNH).

CNY

and

CNH

exchange

rates

may

differ;

accordingly,

A

shares

of

the

same

issue

purchased

through

different

channels

may

not

have

the

same

U.S.

dollar

value.

Generally,

the

fund

is

not

subject

to

capital

gains

tax

in

China

T.

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China

Evolution

Equity

Fund

25

related

to

its

A

share

investments

through

the

QFII

(pursuant

to

a

temporary

exemption

from

tax

on

gains

derived

from

the

sale

or

disposition

of

equity

investments,

including

A

shares,

via

a

QFII).

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

April

30,

2024,

the

value

of

loaned

securities

was

$266,000;

the

value

of

cash

collateral

and

related

investments

was

$280,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $8,639,000 and

$11,323,000,

respectively,

for

the

six

months ended

April

30,

2024.

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.

Financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

amount

and

T.

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China

Evolution

Equity

Fund

26

character

of

tax-basis

distributions

and

composition

of

net

assets

are

finalized

at

fiscal

year-end;

accordingly,

tax-basis

balances

have

not

been

determined

as

of

the

date

of

this

report. 

The

fund

intends

to

retain

realized

gains

to

the

extent

of

available

capital

loss

carryforwards.

Net

realized

capital

losses

may

be

carried

forward

indefinitely

to

offset

future

realized

capital

gains.

As

of

October

31,

2023,

the

fund

had

$19,563,000

of

available

capital

loss

carryforwards.

At

April

30,

2024,

the

cost

of

investments

(including

derivatives,

if

any)

for

federal

income

tax

purposes

was

$39,789,000.

Net

unrealized

loss

aggregated

$1,621,000

at

period-end,

of

which

$3,876,000

related

to

appreciated

investments

and

$5,497,000

related

to

depreciated

investments.

NOTE

5

-

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

0.70%

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

April

30,

2024,

the

effective

annual

group

fee

rate

was

0.29%.

The Investor

Class is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

During

the

limitation

period,

Price

Associates

is required

to

waive

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.

The

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

T.

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China

Evolution

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Fund

27

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

six

months ended April

30,

2024

as

indicated

in

the

table

below.

Including these

amounts,

expenses

previously

waived/

paid

by

Price

Associates

in

the

amount

of $1,001,000 remain

subject

to

repayment

by

the

fund

at

April

30,

2024.

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

a

wholly

owned

subsidiary

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

Investor

Class

I

Class

Expense

limitation/I

Class

Limit

1.40%

0.05%

Expense

limitation

date

02/28/26

02/28/26

(Waived)/repaid

during

the

period

($000s)

$(101)

$(100)

T.

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China

Evolution

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28

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.

For

the

six

months

ended

April

30,

2024,

expenses

incurred

pursuant

to

these

service

agreements

were

$54,000

for

Price

Associates

and

$46,000

for

T.

Rowe

Price

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

April

30,

2024,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

586,393

shares

of

the

I

Class,

representing

30%

of

the

I

Class's

net

assets. 

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

six

months

ended

April

30,

2024,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

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29

NOTE

6

-

OTHER

MATTERS

Unpredictable environmental,

political,

social

and

economic

events,

including

but

not

limited

to,

environmental

or

natural

disasters,

war

and

conflict

(including

Russia’s

military

invasion

of

Ukraine

and

the

conflict

in

Israel,

Gaza

and

surrounding

areas),

terrorism,

geopolitical

developments

(including

trading

and

tariff

arrangements,

sanctions

and

cybersecurity

attacks),

and

public

health

epidemics

(including

the

global

outbreak

of

COVID-19)

and

similar

public

health

threats,

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

a

fund

invests.

The

extent

and

duration

of

such

events

and

resulting

market

disruptions

cannot

be

predicted.

These

and

other

similar

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.

The

fund’s

performance

could

be

negatively

impacted

if

the

value

of

a

portfolio

holding

were

harmed

by

these

or

such

events.

Management

actively

monitors

the

risks

and

financial

impacts

arising

from

such

events.

T.

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30

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.

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

.

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.

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31

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

Each

year,

the

fund’s

Board

of

Directors

(Board)

considers

the

continuation

of

the

investment

management

agreement

(Advisory

Contract)

between

the

fund

and

its

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

well

as

the

investment

subadvisory

agreement

(Subadvisory

Contract)

that

the

Adviser

has

entered

into

with

T.

Rowe

Price

Hong

Kong

Limited

(Subadviser)

on

behalf

of

the

fund.

In

that

regard,

at

a

meeting

held

on

March

11–12,

2024

(Meeting),

the

Board,

including

all

of

the

fund’s

independent

directors

present

in

person

at

the

Meeting,

approved

the

continuation

of

the

fund’s

Advisory

Contract

and

Subadvisory

Contract.

At

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

to

the

selection

of

the

Adviser

and

Subadviser

and

the

approval

of

the

Advisory

Contract

and

Subadvisory

Contract.

The

independent

directors

were

assisted

in

their

evaluation

of

the

Advisory

Contract

and

Subadvisory

Contract

by

independent

legal

counsel

from

whom

they

received

separate

legal

advice

and

with

whom

they

met

separately.

In

providing

information

to

the

Board,

the

Adviser

was

guided

by

a

detailed

set

of

requests

for

information

submitted

by

independent

legal

counsel

on

behalf

of

the

independent

directors.

In

considering

and

approving

the

continuation

of

the

Advisory

Contract

and

Subadvisory

Contract,

the

Board

considered

the

information

it

believed

was

relevant,

including,

but

not

limited

to,

the

information

discussed

below.

The

Board

considered

not

only

the

specific

information

presented

in

connection

with

the

Meeting,

but

also

the

knowledge

gained

over

time

through

interaction

with

the

Adviser

and

Subadviser

about

various

topics.

The

Board

meets

regularly

and,

at

each

of

its

meetings,

covers

an

extensive

agenda

of

topics

and

materials

and

considers

factors

that

are

relevant

to

its

annual

consideration

of

the

renewal

of

the

T.

Rowe

Price

funds’

advisory

contracts,

including

performance

and

the

services

and

support

provided

to

the

funds

and

their

shareholders.

Services

Provided

by

the

Adviser

and

Subadviser

The

Board

considered

the

nature,

quality,

and

extent

of

the

services

provided

to

the

fund

by

the

Adviser

and

Subadviser.

These

services

included,

but

were

not

limited

to,

directing

the

fund’s

investments

in

accordance

with

its

investment

program

and

the

overall

management

of

the

fund’s

portfolio,

as

well

as

a

variety

of

related

activities

such

as

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

fund’s

records

and

registrations;

and

shareholder

communications.

The

Board

also

reviewed

the

background

and

experience

of

the

Adviser’s

and

Subadviser’s

senior

management

teams

and

investment

personnel

involved

in

the

management

of

the

fund,

as

well

as

the

Adviser’s

compliance

record.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

nature,

quality,

and

extent

of

the

services

provided

by

the

Adviser

and

Subadviser,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract

and

Subadvisory

Contract.

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China

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32

Investment

Performance

of

the

Fund

The

Board

took

into

account

discussions

with

the

Adviser

and

detailed

reports

that

it

regularly

receives

throughout

the

year

on

relative

and

absolute

performance

for

the

T.

Rowe

Price

funds.

In

connection

with

the

Meeting,

the

Board

reviewed

information

provided

by

the

Adviser

that

compared

the

fund’s

total

returns,

as

well

as

a

wide

variety

of

other

previously

agreed-upon

performance

measures

and

market

data,

against

relevant

benchmark

indexes

and

peer

groups

of

funds

with

similar

investment

programs

for

various

periods

through

December

31,

2023.

Additionally,

the

Board

reviewed

the

fund’s

relative

performance

information

as

of

September

30,

2023,

which

ranked

the

returns

of

the

fund’s

Investor

Class

for

various

periods

against

a

universe

of

funds

with

similar

investment

programs

selected

by

Broadridge,

an

independent

provider

of

mutual

fund

data.

In

the

course

of

its

deliberations,

the

Board

considered

performance

information

provided

throughout

the

year

and

in

connection

with

the

Advisory

Contract

review

at

the

Meeting,

as

well

as

information

provided

during

investment

review

meetings

conducted

with

portfolio

managers

and

senior

investment

personnel

during

the

course

of

the

year

regarding

the

fund’s

performance.

The

Board

also

considered

relevant

factors,

such

as

overall

market

conditions

and

trends

that

could

adversely

impact

the

fund’s

performance,

the

length

of

the

fund’s

performance

track

record,

and

how

closely

the

fund’s

strategies

align

with

its

benchmarks

and

peer

groups.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

fund’s

performance,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract

and

Subadvisory

Contract.

Costs,

Benefits,

Profits,

and

Economies

of

Scale

The

Board

reviewed

detailed

information

regarding

the

revenues

received

by

the

Adviser

under

the

Advisory

Contract

and

other

direct

and

indirect

benefits

that

the

Adviser

(and

its

affiliates,

including

the

Subadviser)

may

have

realized

from

its

relationship

with

the

fund.

In

considering

soft-dollar

arrangements

pursuant

to

which

research

may

be

received

from

broker-dealers

that

execute

the

fund’s

portfolio

transactions,

the

Board

noted

that

during

2023

the

Adviser

paid

the

costs

of

research

services

for

all

client

accounts

that

it

advises,

including

the

T.

Rowe

Price

funds.

However,

effective

January

1,

2024,

the

Adviser

will

begin

using

brokerage

commissions

in

connection

with

certain

T.

Rowe

Price

funds’

securities

transactions

to

pay

for

research

when

permissible.

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

T.

ROWE

PRICE

China

Evolution

Equity

Fund

33

The

Board

received

information

on

the

estimated

costs

incurred

and

profits

realized

by

the

Adviser

from

managing

the

T.

Rowe

Price

funds.

While

the

Board

did

not

review

information

regarding

profits

realized

from

managing

the

fund

in

particular

because

the

fund

had

either

not

achieved

sufficient

portfolio

asset

size

or

not

recognized

sufficient

revenues

to

produce

meaningful

profit

margin

percentages,

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

in

light

of

the

services

provided

to

the

T.

Rowe

Price

funds.

The

Board

also

considered

whether

the

fund

benefits

under

the

fee

levels

set

forth

in

the

Advisory

Contract

or

otherwise

from

any

economies

of

scale

realized

by

the

Adviser.

Under

the

Advisory

Contract,

the

fund

pays

a

fee

to

the

Adviser

for

investment

management

services

composed

of

two

components—a

group

fee

rate

based

on

the

combined

average

net

assets

of

most

of

the

T.

Rowe

Price

funds

(including

the

fund)

that

declines

at

certain

asset

levels

and

an

individual

fund

fee

rate

based

on

the

fund’s

average

daily

net

assets—and

the

fund

pays

its

own

expenses

of

operations.

Under

the

Subadvisory

Contract,

the

Adviser

may

pay

the

Subadviser

up

to

60%

of

the

advisory

fees

that

the

Adviser

receives

from

the

fund.

The

group

fee

rate

decreases

as

total

T.

Rowe

Price

fund

assets

grow,

which

reduces

the

management

fee

rate

for

any

fund

that

has

a

group

fee

component

to

its

management

fee,

and

reflects

that

certain

resources

utilized

to

operate

the

fund

are

shared

with

other

T.

Rowe

Price

funds,

thus

allowing

shareholders

of

those

funds

to

share

potential

economies

of

scale.

The

fund’s

shareholders

may

also

benefit

from

future

economies

of

scale

through

a

decline

in

certain

operating

expenses

as

the

fund

grows

in

size.

However,

the

fund

is

subject

to

contractual

expense

limitations

that

require

the

Adviser

to

waive

its

fees

and/or

bear

any

expenses

that

would

otherwise

cause

the

expenses

of

a

share

class

of

the

fund

to

exceed

a

certain

percentage

based

on

the

class’s

net

assets.

The

expense

limitations

protect

shareholders

from

relatively

high

expenses

until

the

fund

reaches

greater

scale

and

mitigate

the

potential

for

an

increase

in

operating

expenses

above

a

certain

level

that

could

impact

shareholders.

In

addition,

the

Board

noted

that

the

fund

potentially

shares

in

indirect

economies

of

scale

through

the

Adviser’s

and

Subadviser’s

ongoing

investments

in

their

business

in

support

of

the

T.

Rowe

Price

funds,

including

investments

in

trading

systems,

technology,

and

regulatory

support

enhancements,

and

the

ability

to

possibly

negotiate

lower

fee

arrangements

with

third-party

service

providers.

The

Board

concluded

that

the

advisory

fee

structure

for

the

fund

provides

for

a

reasonable

sharing

of

benefits

from

any

economies

of

scale

with

the

fund’s

investors.

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

T.

ROWE

PRICE

China

Evolution

Equity

Fund

34

Fees

and

Expenses

The

Board

was

provided

with

information

regarding

industry

trends

in

management

fees

and

expenses.

Among

other

things,

the

Board

reviewed

data

for

peer

groups

that

were

compiled

by

Broadridge,

which

compared:

(i)

contractual

management

fees,

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

the

fund

with

a

group

of

competitor

funds

selected

by

Broadridge

(Expense

Group)

and

(ii)

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

the

fund

with

a

broader

set

of

funds

within

the

Lipper

investment

classification

(Expense

Universe).

The

Board

considered

the

fund’s

contractual

management

fee

rate,

actual

management

fee

rate

(which

reflects

the

management

fees

actually

received

from

the

fund

by

the

Adviser

after

any

applicable

waivers,

reductions,

or

reimbursements),

operating

expenses,

and

total

expenses

(which

reflect

the

net

total

expense

ratio

of

the

fund

after

any

waivers,

reductions,

or

reimbursements)

in

comparison

with

the

information

for

the

Broadridge

peer

groups.

Broadridge

generally

constructed

the

peer

groups

by

seeking

the

most

comparable

funds

based

on

similar

investment

classifications

and

objectives,

expense

structure,

asset

size,

and

operating

components

and

attributes

and

ranked

funds

into

quintiles,

with

the

first

quintile

representing

the

funds

with

the

lowest

relative

expenses

and

the

fifth

quintile

representing

the

funds

with

the

highest

relative

expenses.

The

information

provided

to

the

Board

indicated

that

the

fund’s

contractual

management

fee

ranked

in

the

third

quintile

(Expense

Group),

the

fund’s

actual

management

fee

rate

ranked

in

the

first

quintile

(Expense

Group

and

Expense

Universe),

and

the

fund’s

total

expenses

ranked

in

the

third

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe).

The

Board

also

reviewed

the

fee

schedules

for

other

investment

portfolios

with

similar

mandates

that

are

advised

or

subadvised

by

the

Adviser

and

its

affiliates,

including

separately

managed

accounts

for

institutional

and

individual

investors;

subadvised

funds;

and

other

sponsored

investment

portfolios,

including

collective

investment

trusts

and

pooled

vehicles

organized

and

offered

to

investors

outside

the

United

States.

Management

provided

the

Board

with

information

about

the

Adviser’s

responsibilities

and

services

provided

to

subadvisory

and

other

institutional

account

clients,

including

information

about

how

the

requirements

and

economics

of

the

institutional

business

are

fundamentally

different

from

those

of

the

proprietary

mutual

fund

business.

The

Board

considered

information

showing

that

the

Adviser’s

mutual

fund

business

is

generally

more

complex

from

a

business

and

compliance

perspective

than

its

institutional

account

business

and

considered

various

relevant

factors,

such

as

the

broader

scope

of

operations

and

oversight,

more

extensive

shareholder

communication

infrastructure,

greater

asset

flows,

heightened

business

risks,

and

differences

in

applicable

laws

and

regulations

associated

with

the

Adviser’s

proprietary

mutual

fund

business.

In

assessing

the

reasonableness

of

the

fund’s

management

fee

rate,

the

Board

considered

the

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

T.

ROWE

PRICE

China

Evolution

Equity

Fund

35

differences

in

the

nature

of

the

services

required

for

the

Adviser

to

manage

its

mutual

fund

business

versus

managing

a

discrete

pool

of

assets

as

a

subadviser

to

another

institution’s

mutual

fund

or

for

an

institutional

account

and

that

the

Adviser

generally

performs

significant

additional

services

and

assumes

greater

risk

in

managing

the

fund

and

other

T.

Rowe

Price

funds

than

it

does

for

institutional

account

clients,

including

subadvised

funds.

On

the

basis

of

the

information

provided

and

the

factors

considered,

the

Board

concluded

that

the

fees

paid

by

the

fund

under

the

Advisory

Contract

are

reasonable.

Approval

of

the

Advisory

Contract

and

Subadvisory

Contract

As

noted,

the

Board

approved

the

continuation

of

the

Advisory

Contract

and

Subadvisory

Contract.

No

single

factor

was

considered

in

isolation

or

to

be

determinative

to

the

decision.

Rather,

the

Board

concluded,

in

light

of

a

weighting

and

balancing

of

all

factors

considered,

that

it

was

in

the

best

interests

of

the

fund

and

its

shareholders

for

the

Board

to

approve

the

continuation

of

the

Advisory

Contract

and

Subadvisory

Contract

(including

the

fees

to

be

charged

for

services

thereunder).

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(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.

F1228-051

6/24

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

Not applicable.

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

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

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

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

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price International Funds, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	June 17, 2024

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	June 17, 2024

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	June 17, 2024