T. Rowe Price International Funds

Filed: 14 Mar 18, 8:00pm

T. Rowe Price Corresp
 SEC Comments and Related Responses

March 15, 2018

Mr. David Manion
Division of Investment Management
U.S. Securities and Exchange Commission
Office of Disclosure
100 F Street, N.E.

Washington, D.C. 20549-4644

Re: Funds Listed in Appendix

Dear Mr. Manion:

This letter responds to the Securities and Exchange Commission (SEC) staff’s review comments discussed with Alan Dupski and Susan Silva on January 22, 2018, related to the annual reports and prospectuses of the referenced T. Rowe Price funds (Price Funds).



Staff Comment:The staff noted that certain funds—Institutional Global Focused Growth Equity Fund, Institutional Emerging Markets Equity Fund, and Global Stock Fund—had at least one sector comprising 25% or greater of the fund at October 31, 2017, where the prospectus did not contain industry or sector concentration risk disclosure for that specific sector (i.e., financials). Please consider expanding this disclosure in the prospectus to consider additional sector concentrations.

Management Response:We are evaluating our industry- and sector-specific risk disclosure across all of our funds’ prospectuses and enhancing the disclosure as necessary. During each fund’s annual prospectus update, we will review the fund’s most current holdings information and add appropriate industry- or sector-specific risk disclosure. We recently completed the annual prospectus updates for the Institutional Global Focused Growth Equity, Institutional Emerging Markets Equity, and Global Stock Funds. As part of these updates, we reviewed each fund’s sector exposure at December 31, 2017, and added sector-specific strategy and risk disclosure to each fund’s prospectus.

2.Staff Comment:In a previous review (November 9, 2016), the staff noted that at May 31, 2016, the Short-Term Bond Fund held 21% of its net assets in asset-backed securities; however, the fund’s prospectus did not indicate that asset-backed securities were a principal investment strategy. In the firm’s response to that comment, TRP stated that “we intend to revise the prospectus to include asset-backed securities as a principal investment strategy with accompanying risk disclosure during the fund’s next annual prospectus update.” At May 31, 2017, 22% of the fund’s net assets were held in asset-backed securities. The current prospectus does not indicate that asset-backed securities are a principal investment strategy. Please disclose asset-backed securities as a principal investment strategy in accordance with the prior response.

Management Response:We recently filed a supplement to the fund’s current prospectus to clarify that asset-backed securities are considered part of the fund’s principal investment strategies. The prospectus already included appropriate risk disclosure relating to asset-backed securities.


Staff Comment:The staff understands that the directors’ fees may not be presented in the financial statements due to the financial statements being presented in thousands and fees for an individual fund rounding to zero. However, please discuss why directors’ fees are not disclosed in the Related Party Transactions footnote.

Management Response:Our policy is to separately disclose directors’ fees and any associated amounts payable, only to the extent such amount rounds to $1,000 or greater. To the extent that a balance is less than $500, we do not believe that it warrants disclosure in the notes to financial statements.


Staff Comment:With respect to a fund-of-funds (FOF), for any underlying fund that is greater than 25% of the FOF’s net assets, please consider disclosing where a shareholder may obtain the financial statements of the underlying fund.

Management Response:We have considered the staff’s comment and will add disclosure to the Portfolio of Investments for each applicable FOF as to where a shareholder may obtain the financial statements of the underlying fund(s) as soon as practicable, but no later than the May 31, 2018, annual reports.


Staff Comment:Certain funds have a high concentration of affiliated ownership, for example the Spectrum Funds held a significant percentage (81%) of Emerging Markets Local Currency Bond Fund at December 31, 2016. Please consider disclosing in the summary prospectus and statutory prospectus the significant concentration of ownership.

Management Response:We recognize that funds with a concentrated set of beneficial owners could experience considerable cash outflows from redemptions by a single or small number of shareholders, which in turn could hamper a fund’s management and investment decisions. However, since the concentrated beneficial owner in this instance is an affiliated T. Rowe Price fund, we believe that those risks are mitigated and have not been a factor in the past. The Spectrum Funds are a suite of affiliated FOFs that normally invest in a variety of other T. Rowe Price funds, including, among others, the Emerging Markets Local Currency Bond Fund. If any of the Spectrum Funds were to significantly reduce or increase their allocation to an underlying fund, the underlying fund and the top-level Spectrum Fund would work together to implement this allocation change so as to not disrupt the underlying fund’s investment decisions or disadvantage the underlying fund’s other shareholders. The underlying fund would have ample notice of the change and would be able to adjust its investment decisions accordingly. Therefore, we do not intend to add disclosure on risks associated with a significant concentration of ownership to this fund’s prospectus at this time.


Staff Comment:The staff noted that the Price Funds with expenses subject to recapture disclose the gross total amount subject to recapture; however, the disclosure does not include an aging schedule, disclosing the amount recapturable by fiscal year. Please refer to the minutes of the AICPA Investment Companies Expert Panel meeting held May 22, 2013, specifically item III.5.a.viii (excerpt provided below), and please include this disclosure in future filings.


Finally, the SEC staff has been asking for enhanced disclosure of the terms of the recoupment agreement and a chart explicitly describing the amount of the expenses subject to recoupment, the expense ratio and distribution rates at which the adviser can recoup the waived or reimbursed expenses and the expiration date of the recoupable amount. Disclosure of these types of arrangements should be included in various documents such as the registration statement, the financial statements and marketing materials, specifically where references to distribution rates/yields and distributions are made.


Management Response:We are not aware of any authoritative rule or guidance requiring disclosure of fee waiver recapture amounts based on an aging schedule and believe our current disclosure is appropriate.

If you have any additional questions or would like to discuss any response, please contact me (410-345-5738, cathy_mathews@troweprice.com), Alan Dupski (410-577-5143, alan_dupski@troweprice.com), or Brian Poole (410-345-6646, brian_poole@troweprice.com).


Catherine D. Mathews
Treasurer, TRP Funds

cc:Betsy Johnson – Partner, PricewaterhouseCoopers LLP
                   Darrell Braman – Managing Counsel, TRP
John Gilner – Chief Compliance Officer, TRP
Alan Dupski – Group Manager, TRP


SeriesFile NumberRegistrant NameSeries NameFYE
S000001490811-02958TRP International FundsTRP Emerging Markets Bond Fund12/31/2016
S000037100811-02958TRP International FundsTRP Emerging Markets Corporate Bond Fund12/31/2016
S000032784811-02958TRP International FundsTRP Emerging Markets Local Currency Bond Fund12/31/2016
S000047982811-02958TRP International FundsTRP Global High Income Bond Fund12/31/2016
S000047983811-02958TRP International FundsTRP Global Unconstrained Bond Fund12/31/2016
S000001489811-02958TRP International FundsTRP International Bond Fund12/31/2016
S000002089811-05986TRP Index Trust, Inc.TRP Equity 500 Index Fund12/31/2016
S000002090811-05986TRP Index Trust, Inc.TRP Extended Equity Market Index Fund12/31/2016
S000051326811-05986TRP Index Trust, Inc.TRP Mid-Cap Index Fund12/31/2016
S000051327811-05986TRP Index Trust, Inc.TRP Small-Cap Index Fund12/31/2016
S000002091811-05986TRP Index Trust, Inc.TRP Total Equity Market Index Fund12/31/2016
S000029428811-22410TRP Real Assets Fund, Inc.TRP Real Assets Fund, Inc.12/31/2016
S000036336811-22620TRP Multi-Sector Account PortfoliosTRP Emerging Markets Corporate Multi-Sector Account Portfolio12/31/2016
S000036337811-22620TRP Multi-Sector Account PortfoliosTRP Emerging Markets Local Multi-Sector Account Portfolio12/31/2016
S000036339811-22620TRP Multi-Sector Account PortfoliosTRP High Yield Multi-Sector Account Portfolio2/28/2017
S000036340811-22620TRP Multi-Sector Account PortfoliosTRP Investment-Grade Corporate Multi-Sector Account Portfolio2/28/2017
S000036341811-22620TRP Multi-Sector Account PortfoliosTRP Mortgage-Backed Securities Multi-Sector Account Portfolio2/28/2017
S000036338811-22620TRP Multi-Sector Account PortfoliosTRP Floating Rate Multi-Sector Account Portfolio2/28/2017
S000013369811-21919TRP Limited Duration Inflation Focused Bond Fund, Inc.TRP Limited Duration Inflation Focused Bond Fund5/31/2017
S000002141811-03894TRP Short-Term Bond Fund, Inc.TRP Short-Term Bond Fund5/31/2017
S000039055811-03894TRP Short-Term Bond Fund, Inc.TRP Ultra Short-Term Bond Fund5/31/2017
S000002115811-21149TRP Retirement FundsTRP Retirement 2005 Fund5/31/2017
S000002109811-21149TRP Retirement FundsTRP Retirement 2010 Fund5/31/2017
S000002116811-21149TRP Retirement FundsTRP Retirement 2015 Fund5/31/2017
S000002111811-21149TRP Retirement FundsTRP Retirement 2020 Fund5/31/2017
S000002117811-21149TRP Retirement FundsTRP Retirement 2025 Fund5/31/2017
S000002112811-21149TRP Retirement FundsTRP Retirement 2030 Fund5/31/2017
S000002118811-21149TRP Retirement FundsTRP Retirement 2035 Fund5/31/2017
S000002113811-21149TRP Retirement FundsTRP Retirement 2040 Fund5/31/2017
S000002110811-21149TRP Retirement FundsTRP Retirement 2045 Fund5/31/2017
S000014996811-21149TRP Retirement FundsTRP Retirement 2050 Fund5/31/2017
S000014997811-21149TRP Retirement FundsTRP Retirement 2055 Fund5/31/2017
S000045512811-21149TRP Retirement FundsTRP Retirement 2060 Fund5/31/2017
S000002114811-21149TRP Retirement FundsTRP Retirement Balanced Fund5/31/2017
S000050882811-21149TRP Retirement FundsTRP Retirement Balanced I Fund–I Class5/31/2017
S000050878811-21149TRP Retirement FundsTRP Retirement I 2005 Fund–I Class5/31/2017
S000050883811-21149TRP Retirement FundsTRP Retirement I 2010 Fund–I Class5/31/2017
S000050884811-21149TRP Retirement FundsTRP Retirement I 2015 Fund–I Class5/31/2017
S000050885811-21149TRP Retirement FundsTRP Retirement I 2020 Fund–I Class5/31/2017
S000050886811-21149TRP Retirement FundsTRP Retirement I 2025 Fund–I Class5/31/2017
S000050887811-21149TRP Retirement FundsTRP Retirement I 2030 Fund–I Class5/31/2017
S000050888811-21149TRP Retirement FundsTRP Retirement I 2035 Fund–I Class5/31/2017
S000050889811-21149TRP Retirement FundsTRP Retirement I 2040 Fund–I Class5/31/2017
S000050890811-21149TRP Retirement FundsTRP Retirement I 2045 Fund–I Class5/31/2017
S000050879811-21149TRP Retirement FundsTRP Retirement I 2050 Fund–I Class5/31/2017
S000050880811-21149TRP Retirement FundsTRP Retirement I 2055 Fund–I Class5/31/2017
S000050881811-21149TRP Retirement FundsTRP Retirement I 2060 Fund–I Class5/31/2017
S000041772811-21149TRP Retirement FundsTRP Target 2005 Fund5/31/2017
S000041775811-21149TRP Retirement FundsTRP Target 2010 Fund5/31/2017
S000041776811-21149TRP Retirement FundsTRP Target 2015 Fund5/31/2017
S000041777811-21149TRP Retirement FundsTRP Target 2020 Fund5/31/2017
S000041778811-21149TRP Retirement FundsTRP Target 2025 Fund5/31/2017
S000041779811-21149TRP Retirement FundsTRP Target 2030 Fund5/31/2017
S000041780811-21149TRP Retirement FundsTRP Target 2035 Fund5/31/2017
S000041781811-21149TRP Retirement FundsTRP Target 2040 Fund5/31/2017
S000041782811-21149TRP Retirement FundsTRP Target 2045 Fund5/31/2017
S000041773811-21149TRP Retirement FundsTRP Target 2050 Fund5/31/2017
S000041774811-21149TRP Retirement FundsTRP Target 2055 Fund5/31/2017
S000045513811-21149TRP Retirement FundsTRP Target 2060 Fund5/31/2017
S000018747811-02958TRP International FundsTRP Africa & Middle East Fund10/31/2017
S000045439811-02958TRP International FundsTRP Asia Opportunities Fund10/31/2017
S000001488811-02958TRP International FundsTRP Emerging Europe Fund10/31/2017
S000001496811-02958TRP International FundsTRP Emerging Markets Stock Fund10/31/2017
S000050390811-02958TRP International FundsTRP Emerging Markets Value Stock Fund10/31/2017
S000001492811-02958TRP International FundsTRP European Stock Fund10/31/2017
S000023645811-02958TRP International FundsTRP Global Growth Stock Fund10/31/2017
S000001498811-02958TRP International FundsTRP International Value Equity Fund10/31/2017
S000001497811-02958TRP International FundsTRP Global Stock Fund10/31/2017
S000046336811-02958TRP International FundsTRP International Concentrated Equity Fund10/31/2017
S000001491811-02958TRP International FundsTRP International Discovery Fund10/31/2017
S000001487811-02958TRP International FundsTRP International Stock Fund10/31/2017
S000001494811-02958TRP International FundsTRP Japan Fund10/31/2017
S000001495811-02958TRP International FundsTRP Latin America Fund10/31/2017
S000001493811-02958TRP International FundsTRP New Asia Fund10/31/2017
S000014995811-02958TRP International FundsTRP Overseas Stock Fund10/31/2017
S000021841811-05833TRP Institutional International Funds, Inc.TRP Institutional Africa & Middle East Fund10/31/2017
S000029530811-05833TRP Institutional International Funds, Inc.TRP Institutional International Concentrated Equity Fund10/31/2017
S000002098811-05833TRP Institutional International Funds, Inc.TRP Institutional Emerging Markets Equity Fund10/31/2017
S000046349811-05833TRP Institutional International Funds, Inc.TRP Institutional Frontier Markets Equity Fund10/31/2017
S000012706811-05833TRP Institutional International Funds, Inc.TRP Institutional Global Focused Growth Equity Fund10/31/2017
S000023644811-05833TRP Institutional International Funds, Inc.TRP Institutional Global Growth Equity Fund10/31/2017
S000037806811-05833TRP Institutional International Funds, Inc.TRP Institutional Global Value Equity Fund10/31/2017
S000030204811-05833TRP Institutional International Funds, Inc.TRP Institutional International Core Equity Fund10/31/2017
S000002097811-05833TRP Institutional International Funds, Inc.TRP Institutional International Growth Equity Fund10/31/2017
*T. Rowe Price has been abbreviated as “TRP.”