FORM AW
(Withdrawal of amendments to registration statements filed under the Securities Act of 1933)
T. Rowe Price International Funds, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
August 7, 2024
VIA EDGAR
U.S. Securities & Exchange Commission
Daniel Greenspan, Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: T.
Rowe Price International Funds, Inc. (the “Registrant”)
on behalf of the following series:
T. Rowe Price International Disciplined Equity Fund (the “Acquiring Fund”)
File No.: 002-65539
Request to Withdraw Pre-Effective Amendment Nos. 1, 2, and 3 to Registration Statement on Form N-14
File No.: 333-279781; Accession Nos.: 0001741773-24-003254, 0001741773-24-003413, and 0001741773-24-003421, respectively
Dear Mr. Greenspan:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant, on behalf of the Acquiring Fund, hereby respectfully requests (a) the immediate withdrawal of the Registrant’s Pre-Effective Amendment Nos. 1, 2, and 3 (the “Amendments”) to its Registration Statement on Form N-14 (File No. 333-279781) (together with all exhibits and amendments thereto, the “N14 Registration Statement”), and (b) that the Commission issue an order granting the withdrawal of the Amendments, effective as of the date hereof or at the earliest practicable date hereafter.
The Registrant is seeking withdrawal of the Amendments because the submission headers in the N-14/A filings reference the Registrant’s N-1A Securities Act file number as opposed to the Registrant’s N-14 Securities Act file number. After the withdrawal of the Amendments, the Registrant intends to file another pre-effective amendment to the N-14 Registration Statement that will reference the appropriate N-14 Securities Act file number and will be substantially similar to Pre-Effective Amendment No. 3 that was withdrawn, after which we will file a request for acceleration of effectiveness.
Please direct any questions or comments concerning this request for withdrawal to Vicki S. Booth at vicki.booth@troweprice.com of T. Rowe Price Associates, Inc.
Sincerely,
/s/Vicki S. Booth
Vicki S. Booth
Vice President and Managing Legal Counsel, T. Rowe Price Associates, Inc.