SecProbe.io

CORRESP
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filename1.htm

July
19, 2024

Daniel
Greenspan and John Kernan
U.S. Securities and Exchange Commission
Division of Investment
Management
100 F Street, N.E.
Washington, D.C. 20549

Re:  T.
Rowe Price International Funds, Inc. (“Registrant”)
 on
behalf of the following series:

 T.
Rowe Price Emerging Markets Bond Fund (“Acquiring Fund”)

 File No.: 333-279782

Dear Mr. Greenspan
and Mr. Kernan:

The following is in response to comments provided by Daniel Greenspan on July
3, 2024, and comments provided by John Kernan on June 26, 2024, regarding the Registrant’s Registration
Statement filed on Form N-14 (the “N-14 Registration Statement”) under Section 8(a)
of the Securities Act of 1933. The N-14 Registration Statement was filed on May 29, 2024, and relates
to the reorganization of the T. Rowe Price Institutional Emerging Markets Bond Fund into the I Class
of the Acquiring Fund. Mr. Greenspan’s comments on the N-14 Registration Statement and our responses
to those comments are set forth below, followed by Mr. Kernan’s comments on the N-14 Registration Statement
and our responses to those comments.

Comment (from Daniel Greenspan):

In the Summary, under
“What does the Plan provide for?” it states the following: The Plan provides for the transfer of
substantially all the assets and liabilities of the Institutional Fund to the Acquiring Fund in exchange
for I Class shares of the Acquiring Fund.

Please supplementally provide an explanation why the sentence
refers to “substantially all the assets and liabilities” and not “all the assets and liabilities.”

Response:

By
selling certain holdings that cannot be transferred prior to the reorganization, our goal is to transfer
all assets and liabilities. However, there may be certain assets and liabilities that are unexpectedly
unable to be transferred so the reference to “substantially all” is included in case this were to
occur. In addition, the term “substantially all” is generally used to refer to the quantity of assets
(i.e., 90% of net assets and 70% of gross assets) that must be transferred in order to qualify a transaction
as a tax-free reorganization.

We note that Paragraph 1.A of the Plan of Reorganization sets forth this “substantially
all” concept by providing that the assets of the Acquired Fund to be acquired by the Acquiring Fund
shall constitute at least 90% of the fair market value of the net assets of the Acquired Fund and at
least 70% of the fair market value of the gross assets of the Acquired Fund as described on the Valuation
Date. In addition, Paragraph 1.C provides for the event that certain assets and liabilities may be excluded
from the transfer.

Comment (from Daniel Greenspan):

In the Summary, under “Who will pay for
the Reorganization?” it indicates that the expenses incurred to execute the Reorganization will be
paid by the Funds. Please confirm how those expenses will be allocated between the Funds.

Response:

All expenses incurred
to execute the Reorganization will be borne equally by the two Funds, except for the charges relating
to the printing and mailing of the information statement, which will be borne solely by the T. Rowe Price
Institutional Emerging Markets Bond Fund. This is disclosed more clearly later on page 48 of the information
statement, which states the following:

The total expenses associated with the Reorganization (including
legal expenses, audit expenses, expenses related to printing and mailing the Statement and related regulatory
documents to shareholders, brokerage expenses and

transaction
costs, taxes, and any nonrecurring extraordinary items) are estimated to be approximately $28,300, with
$14,800 borne by the Institutional Fund and $13,500 borne by the Acquiring Fund.

Comment (from Daniel Greenspan):

With
respect to the fees and expenses shown on page 7, if at all practicable the fees shown should be no older
than 6 months old. Please confirm whether these figures can be updated to a more recent date.

Response:

In
our next filing, the fee table and expense example will be updated as of June 30, 2024.

Comment (from Daniel Greenspan):

Under
“Reasons for the Reorganization,” supplementally confirm that the disclosure reflects all of the
Board’s considerations, both against and in favor of, the reorganization.

Response:

We confirm that the disclosure
reflects all of the Board’s relevant considerations, both against and in favor of, the reorganization.

Comment
(from John Kernan):

If you file an amendment, please consider updating the capitalization table with
data as of a current date or communicate to the Staff that there are no material differences in the data
as compared to the current information provided. Any data updated as of a current date should be within
30 days and no older than the last regulatory filing.

Response:

In our next filing, the capitalization table
will be updated as of June 30, 2024.

Comment (from John Kernan):

Please ensure that the consents from the
funds’ independent accountants are dated within 5 days of the filing date of any future amendment.

Response:

The
consents from the funds’ independent accountants will be dated within 5 days of the filing date of
the amendment, and any additional amendments, that we file.

*           *           *

If
you have any questions about this response, please call me at 410-345-6646 or email me at brian.poole@troweprice.com.

Sincerely,

/s/
Brian R. Poole
Brian R. Poole
Vice President and Managing Legal Counsel, T. Rowe Price Associates,
Inc.