0001741773-24-003438.txt : 20240807 0001741773-24-003438.hdr.sgml : 20240807 20240807104708 ACCESSION NUMBER: 0001741773-24-003438 CONFORMED SUBMISSION TYPE: AW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240807 DATE AS OF CHANGE: 20240807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price International Funds, Inc. CENTRAL INDEX KEY: 0000313212 ORGANIZATION NAME: IRS NUMBER: 521175211 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: AW SEC ACT: SEC FILE NUMBER: 002-65539 FILM NUMBER: 241182207 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INTERNATIONAL FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INTERNATIONAL TRUST DATE OF NAME CHANGE: 19900301 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INTERNATIONAL FUND INC DATE OF NAME CHANGE: 19890914 AW 1 aw.htm

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.