Africa _ Middle east Fund

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April 30, 2012


T. Rowe PRice

Africa & Middle east Fund
The fund invests in companies in the rapidly developing Africa and
Middle east region.
 T. R owe P rice A frica & M iddle E ast F und
 •	 African	and	Middle	Eastern	markets	produced	strong	returns	and	
    significantly	outperformed	many	global	markets	in	the	six-month	period	
    ended	April	30,	2012.	

 •	 Your	fund	performed	better	than	its	benchmark,	helped	by	stock	
    selection—particularly	in	Nigeria	and	Kuwait—and	by	country	

 •	 Approximately	half	of	the	fund	is	invested	in	Saudi	Arabia,	the	United	
    Arab	Emirates,	Oman,	Qatar,	and	Kuwait.	The	other	half	is	invested	in	
    African	countries	and	UK-listed	companies	operating	primarily	in	Africa.

 •	 While	near-term	challenges	remain,	we	believe	that	the	long-term	case	
    for	investing	in	the	Middle	East	and	Africa	region	is	firmly	intact.	Our	
    optimism	is	based	on	better	governance,	attractive	demographics,	
    rising	urbanization,	and	infrastructure	investment	supported	by	plentiful	
    natural	resources.	

The	views	and	opinions	in	this	report	were	current	as	of	April	30,	2012.	
They	 are	 not	 guarantees	 of	 performance	 or	 investment	 results	 and	
should	 not	 be	taken	 as	investment	 advice.	 Investment	decisions	reflect	
a	 variety	 of	 factors,	 and	 the	 managers	 reserve	 the	 right	 to	 change	 their	
views	 about	 individual	 stocks,	 sectors,	 and	 the	 markets	 at	 any	 time.	     	
As	 a	 result,	 the	 views	 expressed	 should	 not	 be	 relied	 upon	 as	 a	 fore-
cast	of	the	fund’s	future	investment	intent.	The	report	is	certified	under	
the	 Sarbanes-Oxley	 Act,	 which	 requires	 mutual	 funds	 and	 other	 public	      	
companies	 to	 affirm	 that,	 to	 the	 best	 of	 their	 knowledge,	 the	 informa-
tion	in	their	financial	reports	is	fairly	and	accurately	stated	in	all	material	

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T. Rowe Price Africa & Middle East Fund
Manager’s Letter

Fellow Shareholders
African and Middle Eastern markets produced strong returns and significantly

outperformed the broad emerging markets universe in the six-month period ended

April 30, 2012. Elevated oil prices, stabilization in the ongoing European sovereign

debt crisis, and attractive valuations were some factors that prompted investors to

seek higher potential returns from these frontier markets. Shares in Saudi Arabia

vaulted more than 20%, while stocks in the United Arab Emirates (UAE), Qatar, and

Oman rose to a lesser extent. In Africa, stocks in Nigeria and Egypt jumped almost

14%. South African shares rose 10%, but stocks in Ghana declined about 3%.

      PERfORmaNcE cOmPaRISON
                Your fund returned 12.84% in our reporting period. As shown in
                the Performance Comparison table, the fund performed better than
                                                              its benchmark, the S&P
       P erformance C omparison                               Emerging/Frontier ME &
                                                              Africa BMI ex IL. Relative
       Six-Month	Period	Ended	4/30/12	    	   Total	Return    performance was helped
       Africa	&	Middle	East	Fund	       	         12.84%      by stock selection in
       S&P	Emerging/Frontier	ME	&		                           Nigeria and Kuwait, where
       Africa	BMI	ex	IL	                	         11.76       the market declined 4%,
                                                              and by strong performance
                                                              of Ophir Energy, a
                UK-listed commodity-related company operating in Africa. Country
                allocations versus the benchmark in aggregate added value, though
                overweighting Qatar worked against us, as other markets performed
                notably better. Stock selection in the Saudi and Qatari markets also
                limited our performance advantage. (Please refer to the fund’s portfolio
                of investments for a complete list of holdings and the amount each
                represents in the portfolio.)


         Gulf cooperation council (Gcc)
          The fund is currently investing in five of the six GCC countries—
          Saudi Arabia, the UAE, Oman, Qatar, and Kuwait. These markets
                                                        represented slightly more
G eographic D iversification
                                                        than 50% of fund assets
     United                                             at the end of April. We
  Kingdom                              Other and        have no investments in
        4%                             Reserves
                                                        Bahrain due to ongoing
        4%                                              political unrest inspired by
      Qatar                            South Africa
                                                        last year’s “Arab Spring”
        7%                             33%              revolts that started in
United Arab                                             northern Africa.
                                       Saudi Arabia
                                       29%             Saudi arabia
      10%                                                Stocks in the Kingdom of
                                                         Saudi Arabia climbed more
 Based on net assets as of 4/30/12.                      than 23%, as measured
 Note: Country classification reflects location of       by the S&P Saudi Arabia
 listing exchange.                                       Index, lifted in part by
                                                         hopes that the government
           will further open the market to foreign investors. At 29% of assets, it
           was our second-largest country allocation at the end of April and one
           of our largest overweights relative to the fund’s benchmark. This is the
           largest and most diverse market in our investment universe, featuring
           a strong financial system, a favorable consumer environment, and
           solid growth prospects in light of $700 billion in construction and
           infrastructure projects planned or under way.
         Our Saudi holdings span several sectors that should thrive as the
         kingdom develops over time. Because foreign investors may not yet
         own Saudi shares directly, we currently gain exposure to the country
         via participation notes (P-notes). In general, our holdings produced
         strong absolute returns, though stock selection limited our gains
         somewhat. We like Saudi banks, as they are expected to be key bene-
         ficiaries of retail credit growth and increased infrastructure spending.
         Our bank investments produced good returns in the last six months,
         led by Al Rajhi Bank, which reported strong fourth-quarter results
         reflecting market share gains and higher-than-expected fee income.
         Saudi British Bank, a subsidiary of Britain’s HSBC Bank, and Samba
         Financial, which is well positioned for corporate loan growth in 2012,
         also did well.

Several holdings in other sectors did quite well, including electronics
retailer Jarir Marketing, which continues to benefit from strong
demand for computers and smartphones; wireless telecommunications
giant Etihad Etisalat, which continues to increase market share;
dairy and fruit juice producer Almarai; and Saudi Arabian Mining, a
producer of phosphates used in fertilizer. During our reporting period,
we added several Saudi companies to the portfolio, including Arab
National Bank; food manufacturer and retailer Savola; electronics
retailer United Electronics; and Al Mouwasat Medical Services, a
hospital group that should benefit from growing demand for medical
and health care. We believe these new holdings will appreciate over
time due to increasing consumer activity.

United arab Emirates
Shares in the UAE climbed 11% in the last six months, as economic
growth is recovering gradually amid elevated oil prices and the drag
from the weak real estate market appears to be subsiding. Also, the
emirates appear to be a destination for trade, tourists, and capital from
foreigners who are avoiding unrest in other Middle East countries. We
have about 8% of assets invested in the emirates versus about 3% for
the benchmark, making the UAE one of our largest overweights.
Our largest UAE investment is Aramex, a provider of logistics and
transportation. While shares were essentially flat in the last six
months, the company reported strong revenues in the first quarter.
Another large position is DP World, a leading owner and operator
of ports around the world. We like the business and the long-term
fundamentals, but earnings growth is unlikely to ramp up significantly
until 2014, when the company is scheduled to complete a couple of
major projects. Integrated engineering services company Drake &
Scull International also added some value. The company is doing
a very good job winning contracts in civil engineering, but we have
some concerns about competition and cash flows.
Several of our UAE holdings are in the financials sector, which
was hard hit in the last few years. One of our top contributors was
First Gulf Bank, which should benefit from an improving credit
cycle. Another good performer was Emaar Properties, a regional
property developer based in Dubai and a former fund holding that
we repurchased late last year. It has a large UAE hotel business that
is benefiting from tourism and high rates of occupancy. During our
reporting period, we eliminated Union National Bank because its
disclosure has become increasingly opaque while it deals with the debt
overhang in the aftermath of the property market downturn.

Qatar and Oman
Shares in these Gulf markets rose 6% and 4%, respectively, in the
last six months. These relatively stable markets lagged as higher-risk
markets produced more robust gains in the “risk-on” environment
of the last few months. Unfortunately, our stock selection and our
overweights in these countries hurt fund performance.
Our Qatari investments are focused on companies that we believe will
benefit from the country’s development in the years ahead. But in light
of the market’s strong relative performance over the last year and the
potential for slower economic growth in 2012, we reduced our expo-
sure from roughly 14% to 7% in the last six months to take advantage
of opportunities in other markets. We eliminated Commercial Bank
of Qatar, as the outlook for private credit growth, its main focus,
looks constrained for the time being. However, we maintained our
investment in Qatar National Bank, the largest and best-managed
bank in Qatar, which has reported impressive loan growth due to its
focus on the public sector, where it has a 75% market share, and a
brisk increase in net profits. In other sectors, we established a position
in Gulf Warehousing, a Doha-based transport and storage servicing
company with a strong growth outlook. Industries Qatar, a holding
company with businesses in petrochemicals, fertilizers, and steel,
contributed significantly to our results, but Qatar Electricity & Water
lagged. We trimmed our position after the company reported weaker-
than-expected financial results in last year’s fourth quarter.
Oman’s economy seems poised for a strong 2012, helped by a politi-
cally stable environment. Our only holding in the country is Bank
Muscat, the dominant bank in Oman, which produced modest gains
in the last six months. We think it has the potential to continue
producing strong loan growth and should benefit from significant
infrastructure construction in Oman this year.

The Kuwaiti market, which tends to be uncorrelated with other GCC
markets, declined about 4% in the last six months. Kuwait has vast oil
reserves and a large sovereign wealth fund, but its economic growth
has lagged that of other GCC nations. Still, we believe Kuwait has a
strong financial sector with good long-term potential. Our core holding

           is National Bank of Kuwait, a well-run bank that should benefit
           when economic activity picks up. We also own Kuwait Investment
           Projects Holdings, which should benefit from infrastructure spending,
           and Gulf Bank, which fell slightly. In recent months, we initiated a
           small position in National Mobile Telecommunication, a subsidiary
           of Qatar Telecom that operates in Kuwait, Tunisia, and Algeria and is
           demonstrating high growth.


           Egyptian stocks climbed about 14% in the last six months, but this
           masks the fact that the economy is fragile and tourism is down, as
                                                        the country continues to
 M arket P erformance                                   transition from military
                                                        to civilian rule following
 Periods	Ended	4/30/12		          Total	Return
                                                        the ouster of President
 (In	U.S.	Dollar	Terms)	    6	Months	      12	Months
                                                        Mubarak last year.
 Qatar	                        6.41%	           6.86%   Parliamentary elections
 Egypt	                       13.78	            4.79    and runoffs were held
 Nigeria	                     13.99	           -3.74    late last year into early
                                                        2012, and the presidential
 United	Arab	Emirates	        10.77	           -5.12
                                                        election is scheduled for
 South	Africa	                 9.98	           -7.08    late May.
 Oman	                        4.10	       -8.13
                                                        In the long run, Egypt
 Kuwait	                     -3.81	      -16.67         has huge potential and
 Ghana	                       -2.74	        -22.56      could end up with a
 Source:	RIMES	Online,	using	MSCI	indexes.
                                                        structurally stronger
                                                        economy. However, we
                                                        have very low exposure
         to the country because it is facing significant economic challenges,
         including high unemployment, surging debt, and the potential
         for a currency devaluation. In the last six months, we eliminated
         Commercial International Bank but kept our shares of Orascom
         Construction, which is enjoying increased revenues from its growing
         fertilizer business. It has operations throughout the Middle East and
         obtains only 30% of its earnings domestically.

South africa
Stocks in South Africa rose 10% in the last six months. It was our
largest country allocation at the end of April but our biggest under-
weight given its 49% representation in our benchmark. The country
has a developed banking system and favorable consumer trends but is
also struggling with currency weakness, a rising fiscal deficit, and high
unemployment. While we continue to find better long-term growth
opportunities in other regional markets, there are some exceptionally
well-run South African companies, many of which offer exposure
to smaller, faster-growing African markets that may be illiquid
or inaccessible.
We have investments in most major sectors, but given the macro
picture, we currently prefer health care and consumer-related
companies. With only 8 million of 50 million South Africans having
medical insurance, we believe health care offers strong growth poten-
tial. Our two health care holdings—Life Healthcare Group Holdings
and Aspen Pharmacare Holdings—contributed significantly to fund
performance. Life Healthcare is the second-largest and lowest-cost
hospital provider in South Africa featuring strong earnings growth,
while Aspen is a well-run pharmaceutical company with competitive
costs and exposure to Latin America and Australia.
Consumer-driven companies are benefiting from rising real wages
and steady consumption growth, and prospects for stabilizing infla-
tion should provide some relief to consumers over the next year.
Shoprite Holdings, Africa’s largest food retailer, was another strong
performer in the last six months. We like that Shoprite is expanding
steadily in Africa. In the consumer discretionary sector, we own
car retailer Imperial Holdings and high-margin apparel retailers
Truworths International and The Foschini Group, which is a new
holding. Imperial was one of our top contributors to performance, as
the company is benefiting from a general increase in auto sales and is
taking market share, particularly with its exclusive distributorship of
Hyundai cars. Foschini has delivered consistently stronger sales growth
than many of its peers over the last 18 months, helped by improve-
ments in supply chain management, better quality merchandise, and
a stronger merchandising and retail team. Truworths sagged in the

last six months, however. We believe changes in the buying team and
product positioning will improve sales and revenues, but it may take
some time.
South Africa is well known for its mining industry, and Kumba Iron
Ore, one of the better-quality mining names, performed well. The
company generates meaningful cash flow and has a very attractive
dividend yield. Unfortunately, our investment in AngloGold Ashanti
fared poorly, hurt by falling gold prices, a drop in production, and
higher costs in the last few months. We believe that 2013 will be a
stronger year, as some new projects bear fruit. We eliminated Gold
Fields, as we feel that AngloGold is better positioned and that there
are more compelling opportunities elsewhere. We initiated a posi-
tion in Impala Platinum, the world’s second-largest producer of
refined platinum. The company suffered a loss of production due
to a six-week strike, but the miners have returned to work, and we
anticipate better performance going forward.
We have two noteworthy holdings in other sectors. While our banking
sector exposure in South Africa is very low, we have been slowly
building a position in Standard Bank Group, which is featuring
strong loan growth. Shares performed quite well in our reporting
period. We have also been accumulating shares of Sasol, an energy
and chemicals company that converts coal and gas into liquid fuels,
fuel components, and other chemicals.

Sub-Saharan africa
Nigeria, at 10% of fund assets, represents the lion’s share of our direct
sub-Saharan exposure. Nigerian gross domestic product (GDP) growth
has been fairly strong. Inflation has been high but is currently under
control, though the partial removal of fuel subsidies and an increase in
electricity tariffs in 2012 will weigh on consumer activity.
We believe that the most attractive Nigerian investments are consumer
companies and, increasingly, banks. Nigerian banks are currently very
cheap, and their balance sheets are much stronger following a system-
wide cleanup of bad loans involving the creation of a so-called bad
bank. Two of the fund’s top absolute contributors to performance were
Guaranty Trust Bank and Zenith Bank, which we believe are among

             the best-run banks in the country. We added a position in First Bank
             of Nigeria during our reporting period. In the consumer sectors,
             our positions in Nigerian Breweries, Guinness Nigeria, and Nestle
             Foods Nigeria produced good returns, but we eliminated Guinness
             Nigeria at the beginning of 2012. Finally, we repurchased shares of
             Dangote Cement in the last six months. The outlook for Nigerian and
             west African cement looks strong due to brisk demand from the retail
             and homebuilding segments, and Dangote is leading the huge capacity
             expansion across this vast region.
             We maintained small positions in Ghana, one of the fastest-growing
             African countries, and Zambia. Unilever Ghana, a manufacturer of
             leading brands in foods, home care, and personal care, rose modestly
             in the last six months, but Ghana Commercial Bank declined.
             Zambia’s meat, oil, and dairy product producer Zambeef Products
             also lost value. We eliminated our only Kenyan holding, East African
             Breweries, due to illiquidity in the market and the company’s
             lackluster results.

             UK-Listed companies Operating in africa
         At the end of April, we had about 4% of fund assets invested in
         companies listed in the UK but whose operations are primarily in
                                                     Africa. These investments
S ector D iversification                             help us diversify the
	                              Percent	of	Net	Assets
                                                     portfolio and gain access
	                             10/31/11	 4/30/12      to markets in which it
                                                     may not be practical or
Financials	                      34.9%	       36.7%
                                                     possible to invest directly.
Industrials	and	Business	Services	 14.1	           14.1
                                                           As mentioned earlier,
Materials	                            13.8	        12.2
                                                           our investment in
Consumer	Staples	                      9.3	         8.6    Ophir Energy, an oil
Consumer	Discretionary	                6.7	         7.6    and gas exploration and
Health	Care	                           3.0	         6.8    production company,
                                                           contributed significantly
Energy	                                8.1	         6.7
                                                           to relative performance.
Telecommunication	Services	            6.9	         6.6    It was also the portfolio’s
Utilities	                             2.5	         0.5    largest absolute contri-
Other	and	Reserves	                    0.7	         0.2    butor. Shares surged in
                                                           the last six months, as
Total	                              100.0%	       100.0%
                                                           the company recently
	 istorical	weightings	reflect	current	industry/sector	    discovered gas in a well
                                                           off the coast of Tanzania.

            Another good contributor was Tullow Oil, a global oil and gas explo-
            ration company, which announced potentially significant oil discoveries
            off the coasts of Kenya and Ghana. Petra Diamonds, which we believe
            has the best growth profile among its peers, also produced good
            returns. We are closely watching the company’s capital expenditures
            and net debt levels but believe Petra is attractively valued if the outlook
            for the diamond market improves.

            While near-term challenges remain, we believe that the long-term
            case for investing in the Middle East and Africa region is firmly intact.
            Our optimism is based on better governance, attractive demographics,
            rising urbanization, and infrastructure investment supported by
            plentiful natural resources.
            In the Middle East and North Africa region, there are encouraging
            macro fundamentals and fiscal and current account surpluses.
            Revenues of oil-producing nations have increased—driven by a
            combination of high oil prices and rising production—but govern-
            ments have used them to increase public spending. Oil prices remain
            supportive, and there is room for them to fall before fiscal positions
            come under pressure. Other positives on the horizon are the potential
            upgrade of Qatar and the UAE to emerging market status and the
            opening of the Saudi market to direct foreign ownership.
            In sub-Saharan Africa, GDP growth remains high. We see the growth
            of the consumer as a key driver of these markets, although macro
                          concerns have curtailed our conviction in some of
                          them. While we remain cautious about South Africa
   IN	SUB-SAHARAN	        given the relatively weak economic backdrop, we
    AFRICA….WE	SEE	       continue to invest in well-managed companies with
                          strong domestic operations or growing operations in
THE	GROWTH	OF	THE	        the rest of Africa.
   CONSUMER	AS	A	           We continue to search for quality companies trading
       KEY	DRIvER…          at attractive valuations with high returns on equity and
                            strong growth while being mindful of the potential for
                            frontier countries to experience exaggerated economic
            cycles or be affected by geopolitical risks. As always, we would like to
            remind our investors, particularly newer investors, that this fund has
            a high risk/return profile. Because of its narrow geographic focus and

relatively small number of holdings, this fund can be extremely volatile
and should represent only a small portion of a long-term investor’s
well-diversified portfolio.

Respectfully submitted,

Oliver Bell
Portfolio manager
May 25, 2012
The portfolio manager has day-to-day responsibility for managing the
portfolio and works with committee members in developing and executing
the fund’s investment program.

T. Rowe Price Africa & Middle East Fund

  R isks of I nternational I nvesting
  Funds	that	invest	overseas	generally	carry	more	risk	than	funds	that	invest	strictly	in	
  U.S.	assets.	Funds	investing	in	a	single	country,	limited	geographic	region,	or	emerging	
  markets	tend	to	be	riskier	than	more	diversified	funds.	Risks	can	result	from	varying	
  stages	of	economic	and	political	development;	differing	regulatory	environments,	trading	
  days,	and	accounting	standards;	and	higher	transaction	costs	of	non-U.S.	markets.	
  Non-U.S.	investments	are	also	subject	to	currency	risk,	or	a	decline	in	the	value	of	a	
  foreign	currency	versus	the	U.S.	dollar,	which	reduces	the	dollar	value	of	securities	
  denominated	in	that	currency.

  G lossary
  Gross domestic product (GDP):	The	total	market	value	of	all	goods	and	services	produced	
  in	a	country	in	a	given	year.

  S&P Emerging/frontier mE & africa BmI ex IL:	An	index	that	includes	all	of	the	daily	
  priced,	free-float	market	cap	that	S&P	covers	across	the	Middle	East	and	Africa,	
  excluding	Israel.

T. Rowe Price Africa & Middle East Fund

 P ortfolio H ighlights

      	                                               	                             Percent	of
      	                                               	                             Net	Assets

      Al	Rajhi	Bank,	Saudi	Arabia	                    	                                      4.8%
      Sasol,	South	Africa	                            	                                      4.1
      Samba	Financial,	Saudi	Arabia	                  	                                      4.0
      Saudi	Basic	Industries,	Saudi	Arabia	           	                                      4.0
      Qatar	National	Bank,	Qatar	                     	                                      3.5
      Jarir	Marketing,	Saudi	Arabia	                  	                                      3.3
      Etihad	Etisalat,	Saudi	Arabia	                  	                                      3.1
      Guaranty	Trust	Bank,	Nigeria	                   	                                      3.1
      Bank	Muscat	(SAOG),	Oman	                       	                                      2.9
      Standard	Bank	Group,	South	Africa	              	                                      2.8
      Zenith	Bank,	Nigeria	                           	                                      2.7
      Shoprite	Holdings,	South	Africa	                	                                      2.7
      Life	Healthcare	Group	Holdings,	South	Africa	   	                                      2.7
      Imperial	Holdings,	South	Africa	                	                                      2.6
      Aspen	Pharmacare	Holdings,	South	Africa	        	                                      2.6
      Sanlam,	South	Africa	                           	                                      2.5
      Aramex,	United	Arab	Emirates	                   	                                      2.3
      Saudi	Arabian	Mining,	Saudi	Arabia	             	                                      2.3
      Industries	Qatar,	Qatar	                        	                                      2.1
      Naspers,	South	Africa	                          	                                      2.0
      National	Bank	of	Kuwait,	Kuwait	                	                                      2.0
      DP	World,	United	Arab	Emirates	                 	                                      1.9
      vodacom	Group,	South	Africa	                    	                                      1.8
      Tullow	Oil,	United	Kingdom	                     	                                      1.8
      Emaar	Properties,	United	Arab	Emirates	         	                                      1.7
      Total	                                                                            69.3%

      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 Africa & Middle East Fund
Performance and Expenses

 G rowth of $10,000

          This	chart	shows	the	value	of	a	hypothetical	$10,000	investment	in	the	fund	over	the	past		
          10	fiscal	year	periods	or	since	inception	(for	funds	lacking	10-year	records).	The	result	is		
          compared	with	benchmarks,	which	may	include	a	broad-based	market	index	and	a	peer		
          group	average	or	index.	Market	indexes	do	not	include	expenses,	which	are	deducted	from		
          fund	returns	as	well	as	mutual	fund	averages	and	indexes.


             As of 4/30/12
                    Africa & Middle East Fund $8,231
                    S&P Emerging/Frontier ME & Africa BMI ex IL $10,102
                    Linked Performance Benchmark* $10,683

      9/4/07            4/08               4/09                     4/10             4/11             4/12

           *The linked performance benchmark represents the performance of the S&P/IFCG Africa &
            Middle East Index (excluding Saudi Arabia and Israel) through 6/30/09 (prior to 9/1/08, the
            index also excluded Kuwait), the performance of the MSCI Arabian Markets and Africa Index
            from 7/1/09 through 9/29/10, and the performance of the S&P Emerging/Frontier ME &
            Africa BMI ex IL from 9/30/10 forward.

 A verage A nnual C ompound T otal R eturn

           Periods	Ended	4/30/12	                   	           	              	   One	Year	     9/4/07
           Africa	&	Middle	East	Fund	           	           	              	        -1.79%	      -4.10%

           	 his	table	shows	how	the	fund	would	have	performed	each	year	if	its	actual	(or	cumula-
           tive)	returns	for	the	periods	shown	had	been	earned	at	a	constant	rate.	Returns	do	not	
           reflect	taxes	that	the	shareholder	may	pay	on	fund	distributions	or	the	redemption	of	
           fund	shares.	Past	performance	cannot	guarantee	future	results.	

T. Rowe Price Africa & Middle East Fund

 F und E xpense E xample

      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.

      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%	hypotheti-
      cal	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	Preferred	Services,	Personal	Services,	or	Enhanced	
      Personal	Services	client	(enrollment	in	these	programs	generally	requires	T.	Rowe	Price	
      assets	of	at	least	$100,000).	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 Africa & Middle East Fund

 F und E xpense E xample ( continued )

        A frica & M iddle E ast F und

        	                               Beginning	            Ending		            Expenses	Paid	
        	                           Account	value	      Account	value	            During	Period*	
        	                                11/1/11	            4/30/12	        11/1/11	to	4/30/12
        Actual	                        $1,000.00		          $1,128.40	                      $8.15
        Hypothetical	(assumes	5%		
        return	before	expenses)	         1,000.00		          1,017.21		                      7.72

        *	 xpenses	are	equal	to	the	fund’s	annualized	expense	ratio	for	the	6-month	period	
         (1.54%),	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.

T. Rowe Price Africa & Middle East Fund

 Q uarter- E nd R eturns

        Periods	Ended	3/31/12	                     	        	             	   One	Year	     9/4/07
        Africa	&	Middle	East	Fund	         	            	             	         0.76%	      -4.40%

        Current performance may be higher or lower than the quoted past performance, which
        cannot guarantee future results. Share price, principal value, and return will vary, and you
        may have a gain or loss when you sell your shares. For the most recent month-end perfor-
        mance, please visit our website ( or contact a T. Rowe Price representative
        at 1-800-225-5132. The performance information shown does not reflect the deduction of
        a 2% redemption fee on shares held for 90 days or less. If it did, the performance would
        be lower.
        This	table	provides	returns	through	the	most	recent	calendar	quarter-end	rather	than	
        through	the	end	of	the	fund’s	fiscal	period.	It	shows	how	the	fund	would	have	performed	
        each	year	if	its	actual	(or	cumulative)	returns	for	the	periods	shown	had	been	earned	at	a	
        constant	rate.	Average	annual	total	return	figures	include	changes	in	principal	value,	
        reinvested	dividends,	and	capital	gain	distributions.	Returns	do	not	reflect	taxes	that	the	
        shareholder	may	pay	on	fund	distributions	or	the	redemption	of	fund	shares.	When	
        assessing	performance,	investors	should	consider	both	short-	and	long-term	returns.	

 E xpense R atio

        Africa	&	Middle	East	Fund	             	        	             	             	       1.50%

        The	expense	ratio	shown	is	as	of	the	fund’s	fiscal	year	ended	10/31/11.	This	number	
        may	vary	from	the	expense	ratio	shown	elsewhere	in	this	report	because	it	is	based	on	
        a	different	time	period	and,	if	applicable,	does	not	include	fee	or	expense	waivers.

T. Rowe Price Africa & Middle East Fund

 F inancial H ighlights                                                   For a share outstanding throughout each period

                                        6 Months  Year                               9/4/07
                                         Ended   Ended                               Through
                                        4/30/12 10/31/11 10/31/10 10/31/09 10/31/08 10/31/07
 Beginning of period                $     6.51        $     7.64     $     7.06    $    7.05         $ 11.92       $ 10.00

 Investment activities
    Net investment income                 0.11              0.13           0.12         0.14               0.41       –
    Net realized and
    unrealized gain (loss)                0.71             (1.10)          0.61         0.30              (5.30)      1.92
    Total from investment
    activities                            0.82             (0.97)          0.73         0.44              (4.89)      1.92

   Net investment income                 (0.10)            (0.12)         (0.15)        (0.43)             –          –
   Net realized gain                      –                (0.04)          –             –                (0.01)      –
   Total distributions                   (0.10)            (0.16)         (0.15)        (0.43)            (0.01)      –
 Redemption fees added to
 paid-in capital                          –                 –              –            –                  0.03       –

 End of period                      $     7.23        $     6.51     $     7.64    $    7.06         $     7.05    $ 11.92

 Ratios/Supplemental Data

             (3)                                                                                                           (4)
 Total return                           12.84%            (12.98)%       10.61%        7.40%             (40.81)% 19.20%
 Ratio of total expenses to
                                                (5)                                                                        (4)(5)
 average net assets                     1.54%             1.50%          1.47%         1.62%             1.32%     1.75%
 Ratio of net investment
 income to average
                                                (5)                                                                        (4)(5)
 net assets                             3.41%             1.79%          1.69%         2.48%             3.20%     0.18%

T. Rowe Price Africa & Middle East Fund

 F inancial H ighlights                                          For a share outstanding throughout each period

                                   6 Months  Year                               9/4/07
                                    Ended   Ended                               Through
                                   4/30/12 10/31/11 10/31/10 10/31/09 10/31/08 10/31/07

  Ratios/Supplemental Data (continued)

  Portfolio turnover rate          44.3%         65.9%        91.2%          93.2%      77.3%        16.6%
  Net assets, end of period
  (in thousands)                 $ 157,401 $ 144,759 $ 232,929 $ 215,535 $ 288,151 $ 80,346

  (1)   Per share amounts calculated using average shares outstanding method.
  (2)   The amount presented for a share outstanding throughout the year is inconsistent with the
        change in the aggregate gains and losses for the year because of the timing of sales and
        redemptions of the fund’s shares in relation to fluctuating market values for the investment
  (3)   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. Total return is not annualized for periods less than one year.
  (4)   Excludes expenses in excess of a 1.75% contractual expense limitation in effect through
  (5)   Annualized

The accompanying notes are an integral part of these financial statements.

T. Rowe Price Africa & Middle East Fund
Unaudited                                              April 30, 2012

         P ortfolio of I nvestments   ‡       Shares           Value
(Cost and value in $000s)

EGYPT 1.5%

Common Stocks 1.5%
Orascom Construction, GDR (USD)              18,557             818
Orascom Construction, GDR (USD) (1)          34,597           1,521

Total Egypt (Cost $2,192)                                     2,339

GHANA 0.6%

Common Stocks 0.6%

Ghana Commercial Bank (2)                   421,492             431
Unilever Ghana                              109,300             489

Total Ghana (Cost $1,227)                                       920


Common Stocks 4.1%
Gulf Bank (2)                               378,000             598
Kuwait Investment Projects Holdings        2,026,500          2,370
National Bank of Kuwait                     812,500           3,099
National Mobile Telecommunication            47,500             414

Total Kuwait (Cost $6,234)                                    6,481


Common Stocks 10.2%
Dangote Cement                             1,095,915            850
First Bank of Nigeria                     14,907,540            946
Guaranty Trust Bank, GDR (USD)              844,777           4,857
Nestle Foods Nigeria                        888,951           2,367
Nigerian Breweries                         3,840,038          2,687
Zenith Bank                               48,041,701          4,323

Total Nigeria (Cost $13,778)                                16,030

First Page Footer

T. Rowe Price Africa & Middle East Fund

                                                                     Shares    Value
(Cost and value in $000s)

OMAN 2.9%

Common Stocks 2.9%
Bank Muscat (SAOG)                                                2,637,571    4,282
Bank Muscat (SAOG), GDR (USD)                                       52,604      342

Total Oman (Cost $4,364)                                                       4,624

QATAR 6.6%

Common Stocks 6.6%
Gulf Warehousing                                                    76,263      799
Industries Qatar                                                    82,147     3,294
Qatar Electricity & Water                                           18,335      716
Qatar National Bank                                                150,444     5,513

Total Qatar (Cost $6,501)                                                     10,322


Participation Notes 29.0%
Abdullah A.M. Al-Khodari Sons, RBS, 8/6/14 (USD) (2)                42,506      604
Almarai, HSBC Bank, 11/24/14 (USD)                                  56,472     1,009
Al Mouwasat Medical Services, Citi Bank, 11/3/14 (USD)             135,700     1,827
Al Mouwasat Medical Services, RBS, 8/6/14 (USD)                     42,616      574
Al Rajhi Bank, Bank of America Merrill Lynch, 3/24/14 (USD) (2)     17,200      358
Al Rajhi Bank, HSBC Bank, 2/16/15 (USD) (2)                        321,388     6,685
Al Rajhi Bank, RBS, 8/6/14 (USD)                                    22,100      460
Arab National Bank, Bank of America Merrill Lynch
3/24/14 (USD) (2)                                                   46,400      384
Arab National Bank, RBS, 8/6/14 (USD)                              195,677     1,618
Etihad Etisalat, HSBC Bank, 12/5/14 (USD) (2)                      249,247     4,602
Etihad Etisalat, RBS, 8/6/14 (USD)                                  15,757      291
Jarir Marketing, Citi Bank, 9/8/14 (USD)                           120,828     5,139
Samba Financial, Deutsche Bank, 12/3/12 (USD)                      168,977     2,320
Samba Financial, HSBC Bank, 2/10/15 (USD)                          100,000     1,373
Samba Financial, Morgan Stanley, 9/27/13 (USD)                     190,096     2,610

T. Rowe Price Africa & Middle East Fund

                                                              Shares    Value
(Cost and value in $000s)

Saudi Arabian Mining, Morgan Stanley, 10/11/13 (USD) (2)    405,131     3,608
Saudi Basic Industries, Deutsche Bank, 12/3/12 (USD)        178,232     4,871
Saudi Basic Industries, RBS, 8/6/14 (USD)                    50,397     1,377
Saudi British Bank, HSBC Bank, 10/4/13 (USD)                185,494     1,805
Saudi British Bank, RBS, 7/7/14 (USD)                        74,607      726
Savola, Bank of America Merrill Lynch, 3/24/14 (USD)         40,958      384
Savola, RBS, 8/6/14 (USD)                                   172,370     1,618
United Electronics, Bank of America Merrill Lynch
12/31/14 (USD) (2)                                           62,507     1,438

Total Saudi Arabia (Cost $41,149)                                      45,681


Common Stocks 33.1%
AngloGold Ashanti                                            71,098     2,420
Aspen Pharmacare Holdings                                   255,914     4,138
Bidvest Group                                                91,543     2,165
Impala Platinum                                             132,142     2,572
Imperial Holdings                                           190,644     4,140
Kumba Iron Ore                                               21,200     1,499
Life Healthcare Group Holdings                             1,213,140    4,195
MTN Group                                                   124,271     2,173
Naspers, N Shares                                            53,131     3,202
Sanlam                                                      924,738     3,978
Sasol                                                       134,236     6,379
Shoprite Holdings                                           248,670     4,300
Standard Bank Group                                         299,637     4,423
The Foschini Group                                          147,845     2,449
Tongaat Hulett                                               22,923      310
Truworths International                                      70,351      751
Vodacom Group                                               209,281     2,910

Total South Africa (Cost $44,183)                                      52,004

T. Rowe Price Africa & Middle East Fund

                                                         Shares    Value
(Cost and value in $000s)


Common Stocks 7.7%
Aramex                                                7,449,809    3,651
DP World (USD)                                         267,038     3,060
Drake & Scull International                           4,652,405    1,216
Emaar Properties (2)                                  3,024,495    2,693
First Gulf Bank                                        623,109     1,527

Total United Arab Emirates (Cost $9,856)                          12,147


Common Stocks 3.9%
Centamin (2)                                           758,925      845
Ophir Energy (2)                                       139,588     1,307
Petra Diamonds (2)                                     459,305     1,157
Tullow Oil                                             116,073     2,890

Total United Kingdom (Cost $4,231)                                 6,199


Common Stocks 0.2%
Zambeef Products                                       599,210      320

Total Zambia (Cost $370)                                            320


Money Market Funds 0.0%

T. Rowe Price Reserve Investment Fund, 0.10% (3)(4)      1,077        1

Total Short-Term Investments (Cost $1)                                1

T. Rowe Price Africa & Middle East Fund

(Cost and value in $000s)

Total Investments in Securities
99.8% of Net Assets (Cost $134,086)                                                       $     157,068

             ‡    Country classifications are generally based on MSCI categories or another
                  unaffiliated third party data provider; securities are denominated in the currency of
                  the country presented unless otherwise noted.
            (1)   Security was purchased pursuant to Rule 144A under the Securities Act of 1933
                  and may be resold in transactions exempt from registration only to qualified
                  institutional buyers -- total value of such securities at period-end amounts to
                  $1,521 and represents 1.0% of net assets.
            (2)   Non-income producing
            (3)   Seven-day yield
            (4)   Affiliated Companies
          GDR     Global Depository Receipts
          USD     U.S. Dollar

T. Rowe Price Africa & Middle East Fund

Affiliated Companies

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 which is under common ownership or control. Based on the fund’s relative
ownership, the following securities were considered affiliated companies for all or some portion of
the six months ended April 30, 2012. Purchase and sales cost and investment income reflect all
activity for the period then ended.

                                   Purchase             Sales       Investment       Value       Value
Affiliate                              Cost              Cost           Income     4/30/12    10/31/11
T. Rowe Price Reserve
Investment Fund, 0.10%                       ¤                 ¤$            1 $         1$      4,446
Totals                                                          $            1 $         1$      4,446

 ¤ Purchase and sale information not shown for cash management funds.

Amounts reflected on the accompanying financial statements include the
following amounts related to affiliated companies:

Investment in securities, at cost           $             1
     Dividend income                                      1
     Interest income                                      -
Investment income                           $             1
Realized gain (loss) on securities          $              -
Capital gain distributions from mutual
funds                                  $                   -

The accompanying notes are an integral part of these financial statements.

T. Rowe Price Africa & Middle East Fund
Unaudited                                                                        April 30, 2012

 S tatement of A ssets and L iabilities
 ($000s, except shares and per share amounts)

        Investments in securities, at value (cost $134,086)                  $     157,068
        Dividends receivable                                                            776
        Receivable for investment securities sold                                       355
        Receivable for shares sold                                                      129
        Foreign currency (cost $48)                                                       48
        Other assets                                                                    547
        Total assets                                                               158,923

        Payable for investment securities purchased                                     219
        Investment management fees payable                                              134
        Payable for shares redeemed                                                     120
        Due to affiliates                                                                 64
        Other liabilities                                                               985
        Total liabilities                                                             1,522

        NET ASSETS                                                           $     157,401

        Net Assets Consist of:
        Undistributed net investment income                                  $        2,139
        Accumulated undistributed net realized loss                               (359,015)
        Net unrealized gain                                                         22,982
        Paid-in capital applicable to 21,771,761 shares of $0.01 par value
        capital stock outstanding; 4,500,000,000 shares of the Corporation
        authorized                                                                 491,295

        NET ASSETS                                                           $     157,401

        NET ASSET VALUE PER SHARE                                            $          7.23

The accompanying notes are an integral part of these financial statements.

T. Rowe Price Africa & Middle East Fund

 S tatement of O perations

                                                                                 6 Months
        Investment Income (Loss)
        Dividend income                                                      $     3,553
          Investment management                                                      753
          Shareholder servicing                                                      150
          Prospectus and shareholder reports                                          36
          Custody and accounting                                                     114
          Registration                                                                16
          Legal and audit                                                             14
          Directors                                                                    3
          Miscellaneous                                                               20
            Total expenses                                                         1,106
        Net investment income                                                      2,447

        Realized and Unrealized Gain (Loss)
        Net realized gain (loss)
          Securities                                                               4,011
          Foreign currency transactions                                               59
            Net realized gain                                                      4,070

        Change in net unrealized gain (loss)
          Securities                                                              10,880
          Other assets and liabilities denominated in foreign currencies               3
            Change in net unrealized gain                                         10,883
        Net realized and unrealized gain                                          14,953

        INCREASE IN NET ASSETS FROM OPERATIONS                               $    17,400

The accompanying notes are an integral part of these financial statements.

T. Rowe Price Africa & Middle East Fund

 S tatement of C hanges in N et A ssets

                                                                             6 Months             Year
                                                                                Ended           Ended
                                                                              4/30/12        10/31/11
        Increase (Decrease) in Net Assets
         Net investment income                                      $           2,447    $       3,524
         Net realized gain (loss)                                               4,070          (19,944)
         Change in net unrealized gain (loss)                                  10,883          (10,564)
         Increase (decrease) in net assets from
         operations                                                            17,400          (26,984)

        Distributions to shareholders
          Net investment income                                                (2,143)          (3,604)
          Net realized gain                                                         –           (1,202)
          Decrease in net assets from distributions                            (2,143)          (4,806)

        Capital share transactions*
          Shares sold                                                          17,124          41,017
          Distributions reinvested                                              1,942           4,080
          Shares redeemed                                                     (21,687)       (101,529)
          Redemption fees received                                                  6              52
          Decrease in net assets from capital share
          transactions                                                         (2,615)         (56,380)

        Net Assets
        Increase (decrease) during period                                      12,642         (88,170)
        Beginning of period                                                   144,759         232,929
        End of period                                               $         157,401    $    144,759

        Undistributed net investment income                                     2,139            1,835

        *Share information
          Shares sold                                                           2,493            5,640
          Distributions reinvested                                                311              542
          Shares redeemed                                                      (3,285)         (14,425)
          Decrease in shares outstanding                                         (481)          (8,243)

The accompanying notes are an integral part of these financial statements.

T. Rowe Price Africa & Middle East Fund
Unaudited                                                                  April 30, 2012

 N otes to F inancial S tatements

      T. Rowe Price International Funds, Inc. (the corporation), is registered under
      the Investment Company Act of 1940 (the 1940 Act). The Africa & Middle
      East Fund (the fund) is a nondiversified, open-end management investment
      company established by the corporation. The fund commenced operations on
      September 4, 2007. The fund seeks long-term growth of capital by investing pri-
      marily in the common stocks of companies located (or with primary operations)
      in Africa and the Middle East.

      Basis of Preparation The accompanying financial statements were prepared in
      accordance with accounting principles generally accepted in the United States
      of America (GAAP), which require 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 Income and
      expenses are recorded on the accrual basis. Dividends received from mutual
      fund investments 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. Income tax-related interest and penalties,
      if incurred, would be recorded as income tax expense. Investment transactions
      are accounted for on the trade date. Realized gains and losses are reported
      on the identified cost basis. Distributions to shareholders are recorded on the
      ex-dividend date. Income distributions are declared and paid annually. Capital
      gain distributions, if any, are generally declared and paid by the fund annually.
      currency Translation Assets, including investments, and liabilities denomi-
      nated 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 quoted by a major bank. Purchases and
      sales of securities, income, and expenses are translated into U.S. dollars at the
      prevailing exchange rate on the date of the transaction. The effect of changes in
      foreign currency exchange rates on realized and unrealized security gains and
      losses is reflected as a component of security gains and losses.

T. Rowe Price Africa & Middle East Fund

    Redemption fees A 2% fee is assessed on redemptions of fund shares held
    for 90 days or less to deter short-term trading and to protect the interests of
    long-term shareholders. Redemption fees are withheld from proceeds that
    shareholders receive from the sale or exchange of fund shares. The fees are
    paid to the fund and are recorded as an increase to paid-in capital. The fees
    may cause the redemption price per share to differ from the net asset value
    per share.
    New accounting Pronouncements In May 2011, the Financial Accounting
    Standards Board (FASB) issued amended guidance to align fair value measure-
    ment and disclosure requirements in U.S. GAAP with International Financial
    Reporting Standards. The guidance is effective for fiscal years and interim
    periods beginning on or after December 15, 2011. Adoption will have no
    effect on net assets or results of operations.
    In December 2011, the FASB issued amended guidance to enhance disclosure
    for offsetting assets and liabilities. The guidance is effective for fiscal years and
    interim periods beginning on or after January 1, 2013; adoption will have no
    effect on the fund’s net assets or results of operations.

    The fund’s financial instruments are reported at fair value as defined by GAAP.
    The fund determines the values of its assets and liabilities and computes its
    net asset value per share at the close of the New York Stock Exchange (NYSE),
    normally 4 p.m. ET, each day that the NYSE is open for business.
    Valuation methods Equity securities 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, except for OTC Bulletin Board securities, which
    are valued at the mean of the latest 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 latest
    bid and asked prices for domestic securities and the last quoted sale price for
    international securities.
    Investments in mutual funds are valued at the mutual fund’s closing net asset
    value per share on the day of valuation.

T. Rowe Price Africa & Middle East Fund

    Other investments, including restricted securities and private placements,
    and those financial instruments for which the above valuation procedures
    are inappropriate or are deemed not to reflect fair value, are stated at fair
    value as determined in good faith by the T. Rowe Price Valuation Committee,
    established by the fund’s Board of Directors (the Board). Subject to oversight
    by the Board, the Valuation Committee develops pricing-related policies
    and procedures and approves all fair-value determinations. The Valuation
    Committee regularly makes good faith judgments, using a wide variety of
    sources and information, to establish and adjust valuations of certain securi-
    ties as events occur and circumstances warrant. For instance, in determining
    the fair value of private-equity instruments, the Valuation Committee considers
    a variety of factors, including the company’s business prospects, its financial
    performance, strategic events impacting the company, relevant valuations of
    similar companies, new rounds of financing, and any negotiated transactions of
    significant size between other investors in the company. Because any fair-value
    determination involves a significant amount of judgment, there is a degree of
    subjectivity inherent in such pricing decisions.
    For valuation purposes, the last quoted prices of non-U.S. equity securi-
    ties may be adjusted under the circumstances described below. If the fund
    determines that developments between the close of a foreign market and the
    close of the NYSE will, in its judgment, materially affect the value of some or
    all of its portfolio securities, the fund will adjust the previous closing prices to
    reflect what it believes to be the fair value of the securities as of the close of the
    NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair
    value, the fund reviews 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. A fund may also fair value securities in other
    situations, such as when a particular foreign market is closed but the fund is
    open. The fund uses outside pricing services to provide it with closing prices
    and information to evaluate and/or adjust those prices. The fund cannot predict
    how often it will use closing prices and how often it will determine it necessary
    to adjust those prices to reflect fair value. As a means of evaluating its security
    valuation process, the fund routinely compares closing prices, the next day’s
    opening prices in the same markets, and adjusted prices. Additionally, trading
    in the underlying securities of the fund may take place in various foreign
    markets on certain days when the fund is not open for business and does not
    calculate a net asset value. As a result, net asset values may be significantly
    affected on days when shareholders cannot make transactions.

T. Rowe Price Africa & Middle East Fund

    Valuation Inputs Various inputs are used to determine the value of the fund’s
    financial instruments. These inputs are summarized in the three broad levels
    listed below:
    Level 1 – quoted prices in active markets for identical financial instruments
    Level 2 – observable inputs other than Level 1 quoted prices (including, but
              not limited to, quoted prices for similar financial instruments, interest
              rates, prepayment speeds, and credit risk)
    Level 3 – unobservable inputs
    Observable inputs are those based on market data obtained from sources
    independent of the fund, and unobservable inputs reflect the fund’s own
    assumptions based on the best information available. The input levels are not
    necessarily an indication of the risk or liquidity associated with financial instru-
    ments at that level. For example, non-U.S. equity securities actively traded in
    foreign markets generally are reflected in Level 2 despite the availability of
    closing prices because the fund evaluates and determines whether those closing
    prices reflect fair value at the close of the NYSE or require adjustment, as
    described above. The following table summarizes the fund’s financial instru-
    ments, based on the inputs used to determine their values on April 30, 2012:

    ($000s)                           Level 1        Level 2          Level 3   Total Value
                                                 Significant      Significant
                                      Quoted     Observable     Unobservable
                                       Prices        Inputs           Inputs
    Investments	in	Securities,	
    except:                       $        —$       157,067 $              —$      157,067
    Short-Term	Investments                  1             —                —              1

    Total                         $         1$      157,067 $              —$      157,068

    Consistent with its investment objective, the fund engages in the following prac-
    tices 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.

T. Rowe Price Africa & Middle East Fund

    Emerging markets At April 30, 2012, approximately 96% of the fund’s net assets
    were invested, either directly or through investments in T. Rowe Price institu-
    tional funds, in securities of companies located in emerging markets, securities
    issued by governments of emerging market countries, and/or securities denomi-
    nated in or linked to the currencies of emerging market countries. Emerging
    market securities are often subject to greater price volatility, less liquidity, and
    higher rates of inflation than U.S. securities. In addition, emerging markets may
    be subject to greater political, economic, and social uncertainty, and differing
    regulatory environments that may potentially impact the fund’s ability to buy or
    sell certain securities or repatriate proceeds to U.S. dollars.
    Restricted Securities The fund may invest in securities that are subject to
    legal or contractual restrictions on resale. Prompt sale of such securities at
    an acceptable price may be difficult and may involve substantial delays and
    additional costs.
    Participation Notes During the six months ended April 30, 2012, the fund
    was a party to participation notes and other types of equity-linked derivative
    instruments (referred to collectively as participation notes), through which
    a counterparty provides exposure to common stock, in the form of an
    unsecured interest, in markets where direct investment by the fund is not
    possible. Participation notes provide the economic benefit of common stock
    ownership to the fund, while legal ownership and voting rights are retained
    by the counterparty. Although participation notes are usually structured with a
    defined maturity or termination date, early redemption may be possible. Risks
    associated with participation notes include the possible failure of a counterparty
    to perform in accordance with the terms of the agreement, inability to transfer
    or liquidate the notes, potential delays or an inability to redeem before maturity
    under certain market conditions, and limited legal recourse against the issuer
    of the underlying common stock.
    Other Purchases and sales of portfolio securities other than short-term securi-
    ties aggregated $64,014,000 and $65,784,000, respectively, for the six months
    ended April 30, 2012.

    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

T. Rowe Price Africa & Middle East Fund

    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 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.
    As a result of the Regulated Investment Company Modernization Act of 2010,
    net capital losses realized on or after November 1, 2011 (effective date) may be
    carried forward indefinitely to offset future realized capital gains; however, post-
    effective losses must be used before pre-effective capital loss carryforwards with
    expiration dates. Accordingly, it is possible that all or a portion of the fund’s
    pre-effective capital loss carryforwards could expire unused. The fund intends
    to retain realized gains to the extent of available capital loss carryforwards. As
    of October 31, 2011, the fund had $361,881,000 of available capital loss carry-
    forwards, which expire as follows: $147,969,000 in fiscal 2016, $186,525,000
    in fiscal 2017, and $27,387,000 in fiscal 2019.
    At April 30, 2012, the cost of investments for federal income tax purposes was
    $134,874,000. Net unrealized gain aggregated $22,194,000 at period-end, of
    which $24,578,000 related to appreciated investments and $2,384,000 related
    to depreciated investments.

    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 subadvisory agreement with T. Rowe Price
    International Ltd, a wholly owned subsidiary of Price Associates, to provide
    investment advisory services to the fund; the subadvisory agreement provides
    that Price Associates may pay the subadvisor up to 60% of the management
    fee that Price Associates receives from the fund. The investment manage-
    ment 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 0.75% 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

T. Rowe Price Africa & Middle East Fund

    (the group) applied to a graduated fee schedule, with rates ranging from 0.48%
    for the first $1 billion of assets to 0.28% for assets in excess of $300 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, 2012, the effective annual group fee rate
    was 0.30%.
    In addition, the fund has entered into service agreements with Price Associates
    and two wholly owned subsidiaries of Price Associates (collectively, Price).
    Price Associates computes the daily share price and provides certain other
    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. T. Rowe Price Retirement Plan Services, Inc.,
    provides subaccounting and recordkeeping services for certain retirement
    accounts invested in the fund. For the six months ended April 30, 2012,
    expenses incurred pursuant to these service agreements were $90,000 for Price
    Associates; $92,000 for T. Rowe Price Services, Inc.; and $2,000 for T. Rowe
    Price Retirement Plan Services, Inc. The total amount payable at period-end
    pursuant to these service agreements is reflected as Due to Affiliates in the
    accompanying financial statements.
    The fund may invest in the T. Rowe Price Reserve Investment Fund and the
    T. Rowe Price Government Reserve Investment Fund (collectively, the T. Rowe
    Price Reserve Investment Funds), open-end management investment companies
    managed by Price Associates and considered affiliates of the fund. The T. Rowe
    Price Reserve Investment Funds are offered as cash management options to
    mutual funds, trusts, and other accounts managed by Price Associates and/or its
    affiliates and are not available for direct purchase by members of the public. The
    T. Rowe Price Reserve Investment Funds pay no investment management fees.

T. Rowe Price Africa & Middle East Fund

 I nformation on P roxy V oting P olicies, P rocedures, and R ecords

  A	description	of	the	policies	and	procedures	used	by	T.	Rowe	Price	funds	and	portfolios	
  to	determine	how	to	vote	proxies	relating	to	portfolio	securities	is	available	in	each	fund’s	
  Statement	of	Additional	Information,	which	you	may	request	by	calling	1-800-225-5132	
  or	by	accessing	the	SEC’s	website,	The	description	of	our	proxy	voting	policies	
  and	procedures	is	also	available	on	our	website,	To	access	it,	click	on	the	
  words	“Our	Company”	at	the	top	of	our	corporate	homepage.	Then,	when	the	next	page	
  appears,	click	on	the	words	“Proxy	voting	Policies”	on	the	left	side	of	the	page.

  Each	fund’s	most	recent	annual	proxy	voting	record	is	available	on	our	website	and	
  through	the	SEC’s	website.	To	access	it	through	our	website,	follow	the	directions	above,	
  then	click	on	the	words	“Proxy	voting	Records”	on	the	right	side	of	the	Proxy	voting	
  Policies	page.

 H ow to O btain Q uarterly P ortfolio H oldings

  The	fund	files	a	complete	schedule	of	portfolio	holdings	with	the	Securities	and	Exchange		
  Commission	for	the	first	and	third	quarters	of	each	fiscal	year	on	Form	N-Q.	The	fund’s		
  Form	N-Q	is	available	electronically	on	the	SEC’s	website	(;	hard	copies	may	be	
  reviewed	and	copied	at	the	SEC’s	Public	Reference	Room,	100	F	St.	N.W.,	Washington,	DC	
  20549.	For	more	information	on	the	Public	Reference	Room,	call	1-800-SEC-0330.	

T. Rowe Price Africa & Middle East Fund

 A pproval of I nvestment M anagement A greement

  On	March	6,	2012,	the	fund’s	Board	of	Directors	(Board)	unanimously	approved	the	
  continuation	of	the	investment	advisory	agreement	(Advisory	Contract)	between	the	
  fund	and	its	investment	advisor,	T.	Rowe	Price	Associates,	Inc.	(Advisor).	The	Board	
  also	unanimously	approved	the	continuation	of	the	investment	subadvisory	agreement	
  (Subadvisory	Contract)	that	the	Advisor	has	entered	into	with	T.	Rowe	Price	International	
  Ltd	(Subadvisor)	on	behalf	of	the	fund.	The	Board	considered	a	variety	of	factors	in	
  connection	with	its	review	of	the	Advisory	Contract	and	Subadvisory	Contract,	also	
  taking	into	account	information	provided	by	the	Advisor	during	the	course	of	the	year,	
  as	discussed	below:

  Services Provided by the advisor and Subadvisor
  The	Board	considered	the	nature,	quality,	and	extent	of	the	services	provided	to	the	
  fund	by	the	Advisor	and	Subadvisor.	These	services	included,	but	were	not	limited	to,	
  directing	the	fund’s	investments	in	accordance	with	its	investment	program	and	the	over-
  all	management	of	the	fund’s	portfolio,	as	well	as	a	variety	of	related	activities,	such	as	
  financial,	accounting,	and	administrative	services;	maintaining	the	fund’s	records	and	
  registrations;	and	shareholder	communications.	The	Board	also	reviewed	the	background	
  and	experience	of	the	Advisor’s	and	Subadvisor’s	senior	management	teams	and	invest-
  ment	personnel	involved	in	the	management	of	the	fund.	The	Board	concluded	that	it	
  was	satisfied	with	the	nature,	quality,	and	extent	of	the	services	provided	by	the	Advisor	
  and	Subadvisor.	

  Investment Performance of the fund
  The	Board	reviewed	the	fund’s	average	annual	total	returns	over	the	three-month,	one-	and	
  three-year,	and	since-inception	periods,	as	well	as	the	fund’s	year-by-year	returns,	and	
  compared	these	returns	with	a	wide	variety	of	previously	agreed	upon	comparable	perfor-
  mance	measures	and	market	data,	including	those	supplied	by	Lipper	and	Morningstar,	
  which	are	independent	providers	of	mutual	fund	data.	On	the	basis	of	this	evaluation	
  and	the	Board’s	ongoing	review	of	investment	results,	and	factoring	in	the	relative	market	
  conditions	during	certain	of	the	performance	periods,	the	Board	concluded	that	the	fund’s	
  performance	was	satisfactory.	

  costs, Benefits, Profits, and Economies of Scale
  The	Board	reviewed	detailed	information	regarding	the	revenues	received	by	the	Advisor	
  under	the	Advisory	Contract	and	other	benefits	that	the	Advisor	(and	its	affiliates,	
  including	the	Subadvisor)	may	have	realized	from	its	relationship	with	the	fund,	including	
  research	received	under	“soft	dollar”	agreements	and	commission-sharing	arrangements	
  with	broker-dealers.	The	Board	considered	that	the	Advisor	and	Subadvisor	may	receive	
  some	benefit	from	soft-dollar	arrangements	pursuant	to	which	research	is	received	from	
  broker-dealers	that	execute	the	applicable	fund’s	portfolio	transactions.	The	Board	
  received	information	on	the	estimated	costs	incurred	and	profits	realized	by	the	Advisor	
  from	managing	T.	Rowe	Price	mutual	funds.	The	Board	also	reviewed	estimates	of	the	
  gross	profits	realized	from	managing	the	fund	in	particular	and	the	Board	concluded	that	
  the	Advisor’s	profits	were	reasonable	in	light	of	the	services	provided	to	the	fund.

T. Rowe Price Africa & Middle East Fund

 A pproval of I nvestment M anagement A greement ( continued )

  The	Board	also	considered	whether	the	fund	or	other	funds	benefit	under	the	fee	levels	set	
  forth	in	the	Advisory	Contract	from	any	economies	of	scale	realized	by	the	Advisor.	Under	
  the	Advisory	Contract,	the	fund	pays	a	fee	to	the	Advisor	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	mutual	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	Advisor	may	pay	the	Subadvisor	up	to	60%	of	the	advisory	fee	that	the	
  Advisor	receives	from	the	fund.	The	Board	concluded	that	the	advisory	fee	structure	for	
  the	fund	continued	to	provide	for	a	reasonable	sharing	of	benefits	from	any	economies	of	
  scale	with	the	fund’s	investors.

  The	Board	was	provided	with	information	regarding	industry	trends	in	management	
  fees	and	expenses,	and	the	Board	reviewed	the	fund’s	management	fee	rate,	operating	
  expenses,	and	total	expense	ratio	in	comparison	with	fees	and	expenses	of	other	compa-
  rable	funds	based	on	information	and	data	supplied	by	Lipper.	The	information	provided	
  to	the	Board	indicated	that	the	fund’s	management	fee	rate	was	at	or	below	the	median	for	
  comparable	funds.	The	information	also	indicated	that	the	fund’s	total	expense	ratio	was	
  above	the	median	for	certain	groups	of	comparable	funds	but	below	the	median	for	other	
  groups	of	comparable	funds.

  The	Board	also	reviewed	the	fee	schedules	for	institutional	accounts	and	private	accounts	
  with	similar	mandates	that	are	advised	or	subadvised	by	the	Advisor	and	its	affiliates.	
  Management	provided	the	Board	with	information	about	the	Advisor’s	responsibilities	and	
  services	provided	to	institutional	account	clients	that	illustrated	how	the	requirements	
  and	economies	of	the	institutional	business	are	fundamentally	different	from	those	of	
  the	mutual	fund	business.	The	information	showed	that	the	Advisor’s	responsibilities	for	
  its	institutional	account	business	are	more	limited	than	its	responsibilities	for	the	fund	
  and	other	T.	Rowe	Price	mutual	funds	that	it	advises	and	that	the	Advisor	performs	signi-
  ficant	additional	services	and	assumes	greater	risk	for	the	fund	and	other	T.	Rowe	Price	
  mutual	funds	than	it	does	for	institutional	account	clients.	On	the	basis	of	the	information	
  provided,	the	Board	concluded	that	the	fees	paid	by	the	fund	under	the	Advisory	Contract	
  were	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	deci-
  sion.	Rather,	the	Board	was	assisted	by	the	advice	of	independent	legal	counsel	and	
  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).

T. Rowe Price Mutual Funds
This	page	contains	supplementary	information	that	is	not	part	of	the	shareholder	report.
STOcK fUNDS                            BOND fUNDS                              mONEY maRKET fUNDS (cont.)
Domestic                               Domestic Taxable                        Tax-free
Blue Chip Growth*                      Corporate Income                        California Tax-Free Money
Capital Appreciation*                  Floating Rate*                          Maryland Tax-Free Money
Capital Opportunity*                   GNMA                                    New York Tax-Free Money
Diversified Mid-Cap Growth             High Yield*§                            Summit Municipal Money Market
Diversified Small-Cap Growth           Inflation Protected Bond                Tax-Exempt Money
Dividend Growth*                       New Income*
Equity Income*                         Short-Term Bond*                        INTERNaTIONaL/GLOBaL
Equity Index 500                       Spectrum Income                         fUNDS
Extended Equity Market Index           Strategic Income*                       Stock
Financial Services                     Summit GNMA
                                                                               Africa & Middle East
Growth & Income                        U.S. Bond Enhanced Index
                                                                               Emerging Europe
Growth Stock*                          U.S. Treasury Intermediate
                                                                               Emerging Markets Stock
Health Sciences                        U.S. Treasury Long-Term                 European Stock
Media & Telecommunications
                                       Domestic Tax-free                       Global Infrastructure*
Mid-Cap Growth* ‡
                                       California Tax-Free Bond                Global Large-Cap Stock*
Mid-Cap Value* ‡
                                       Georgia Tax-Free Bond                   Global Real Estate*
New America Growth*
                                       Maryland Short-Term                     Global Stock*
New Era
                                         Tax-Free Bond                         Global Technology
New Horizons
                                       Maryland Tax-Free Bond                  International Discovery
Real Estate*
                                       New Jersey Tax-Free Bond                International Equity Index
Science & Technology*
                                       New York Tax-Free Bond                  International Growth & Income*
Small-Cap Stock*
                                       Summit Municipal Income                 International Stock*
Small-Cap Value*
                                       Summit Municipal Intermediate           Japan
Spectrum Growth
                                       Tax-Free High Yield                     Latin America
Tax-Efficient Equity
                                       Tax-Free Income*                        New Asia
Total Equity Market Index
                                       Tax-Free Short-Intermediate             Overseas Stock
U.S. Large-Cap Core*
                                       Virginia Tax-Free Bond                  Spectrum International
aSSET aLLOcaTION fUNDS                 mONEY maRKET fUNDS
                                                                               Emerging Markets Bond
Balanced                               Taxable                                 Emerging Markets
Personal Strategy Balanced             Prime Reserve                             Corporate Bond*
Personal Strategy Growth               Summit Cash Reserves                    Emerging Markets Local
Personal Strategy Income               U.S. Treasury Money                       Currency Bond*
Real Assets                                                                    International Bond*
Retirement Funds*ˆ
For more information about T. Rowe Price funds or services, please contact us directly at
1-800-225-5132. 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.
Investments in the money market funds are not insured or guaranteed by the FDIC or any other
government agency. Although the funds seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the funds.
 *T.	Rowe	Price	Advisor	and	R	Classes	may	be	available	for	these	funds.	T.	Rowe	Price	Advisor	and		
  R	Classes	are	offered	only	through	financial	intermediaries.	For	more	information	about	T.	Rowe	Price	
  Advisor	and	R	Classes,	contact	your	financial	professional	or	call	T.	Rowe	Price	at	1-877-804-2315.
  Closed	to	new	investors	except	for	a	direct	rollover	from	a	retirement	plan	into	a	T.	Rowe	Price	IRA	
  invested	in	this	fund.
  The	Retirement	Funds	are	inclusive	of	the	Retirement	2005,	2010,	2015,	2020,	2025,	2030,	2035,	
  2040,	2045,	2050,	2055,	and	Income	Funds.
 §Subject	to	certain	exceptions,	the	fund	will	be	closed	to	new	investors	effective	April	30,	2012.

                                                    T.	Rowe	Price	Investment	Services,	Inc.		
                                                    100	East	Pratt	Street	
                                                    Baltimore,	MD	21202
119618                                                                                           F168-051 6/12

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