-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PsbfDh6b0z5vHqQg38+XkXxSY2Icp9Vzw4TnbuMjwQ1J8NBZ94R1zsz4qJGg9Rea KJirBmemgVOPF6c779ThLA== 0000852254-03-000008.txt : 20031223 0000852254-03-000008.hdr.sgml : 20031223 20031223164629 ACCESSION NUMBER: 0000852254-03-000008 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031031 FILED AS OF DATE: 20031223 EFFECTIVENESS DATE: 20031223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS INC CENTRAL INDEX KEY: 0000852254 IRS NUMBER: 521640430 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-05833 FILM NUMBER: 031071582 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET STREET 2: LEGAL DEPARTMENT 8TH FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103452230 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTIONAL INTERNATIONAL FUNDS INC DATE OF NAME CHANGE: 19920703 N-CSR 1 iem.txt INSTITUTIONAL EMERGING MARKETS EQUITY FUND Item 1. Report to Shareholders T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report Performance Comparison - -------------------------------------------------------------------------------- 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 a broad-based average or index. The index return does not reflect expenses, which have been deducted from the fund's return. Institutional Emerging Markets Equity Fund [Graphic Omitted] Institutional MSCI Emerging Emerging Markets Markets Free Equity Fund Index 10/02 10000 10000 1/03 9950 10288 4/03 10070 10593 7/03 12042 12752 10/03 14194 14874 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Period Ended 10/31/03 1 Year* - -------------------------------------------------------------------------------- Institutional Emerging Markets Equity Fund 41.94% MSCI Emerging Markets Free Index 48.74 Lipper Emerging Markets Funds Average 46.96 *The portfolio's inception date is 10/31/02. Returns do not reflect taxes that the shareholder may pay on distributions or the redemption of shares. Past performance cannot guarantee future results. Dear Shareholder, We are pleased to report that emerging market stocks posted strong returns, and your fund returned 41.94% during the 12 months ended October 31, 2003. As you can see in the table at the lower left, the portfolio's returns lagged its peer group, the Lipper Emerging Markets Funds Average, and the MSCI Emerging Markets Free Index. Sector allocation decisions were the largest factor in underperformance versus the benchmark. As you know, the portfolio's objective is long-term capital growth through investments in common stocks of large and small companies located, or with primary operations, in emerging markets. These investments are broadly diversified across emerging markets in Europe, Latin America, the Middle East, and the Pacific Rim. Nevertheless, the portfolio's concentration in developing economies increases its risk level. Major International Index Returns - -------------------------------------------------------------------------------- 12-Month Period Ended 10/31/03 Return MSCI Emerging Europe and Middle East Index 52.12% MSCI EMF Latin America Index 59.75 MSCI EAFE Index 27.57 MSCI Japan Index 33.18 MSCI Pacific Ex-Japan 37.19 The Major International Index Returns table shows how the world's major regions performed over the past year. As you can see, international stock markets posted strong gains that were led by emerging markets. The MSCI Emerging Europe and Middle East Index and the Latin America Index performed better than the developed market MSCI EAFE (Europe, Australasia, and Far East) and Japan benchmarks. [Graphic Omitted] Geographic Diversification Pacific Rim 52% Latin America 15% Other and Reserves 14% Europe 11% Middle East 8% Based on net assets as of 10/31/03. The Geographic Diversification table shows the portfolio's geographic profile as of October 31, 2003. Our largest regional exposure is in the Pacific Rim where we see domestic economic improvement. In recent months, we increased our allocation in the Far East and have trimmed exposure to stocks in Latin America and Europe. Largest Country Allocations and Performance (In U.S. Dollar Terms) Percent of 12-Month Period Ended 10/31/03 Net Assets Return - -------------------------------------------------------------------------------- South Korea 18.10% 30.50% Taiwan 12.40 41.85 Brazil 9.50 90.59 India 9.10 74.48 Russia 5.40 50.02 Source: RIMES Online, using MSCI indices. The Largest Country Allocations and Performance table shows how the fund's largest markets performed over the past year. All of our largest country allocations performed well, led by Brazil and India (the third- and fourth-largest allocations, respectively). The South Korean market, our largest country allocation, gained 30.50% for the past 12 months. Finally, I'm sure you are aware that mutual fund companies have recently come under scrutiny for their trading policies. The investigations have led to allegations that executives of several mutual fund companies permitted or engaged in improper mutual fund trading. In addition, certain intermediaries that process fund transactions are alleged to have assisted some investors in executing improper mutual fund trades. I want T. Rowe Price shareholders to know that we emphatically condemn the abuses that have been revealed or alleged against other firms in our industry. Our firm has not entered and will not enter into any agreements with any investors or intermediaries that authorize after-hours trading or excessive short-term trading in any of our funds. T. Rowe Price investors can be assured that our firm unequivocally opposes illegal or inappropriate trading of any nature and has policies and procedures in place designed to protect the best interests of our long-term shareholders. No T. Rowe Price executives or portfolio managers or investment personnel of the T. Rowe Price mutual funds have engaged in any inappropriate trading of T. Rowe Price mutual funds. You may find out more about our trading policies and the steps we take to protect your interests by visiting our Web site (troweprice.com). These policies are also spelled out in your fund's prospectus. We thank you for your continued support. Respectfully, James S. Riepe Chairman November 21, 2003 Financial Highlights T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report For a share outstanding throughout the period - -------------------------------------------------------------------------------- 10/31/02 Through 10/31/03 NET ASSET VALUE Beginning of period $ 10.00 Investment activities Net investment income (loss) 0.09 Net realized and unrealized gain (loss) 4.10 Total from investment activities 4.19 Distributions Net investment income (0.01) NET ASSET VALUE End of period $ 14.18 -------------------- Ratios/Supplemental Data Total return^ 41.94% Ratio of total expenses to average net assets 1.10% Ratio of net investment income (loss) to average net assets 1.34% Portfolio turnover rate 70.4% Net assets, end of period (in thousands) $ 15,650 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during the period, assuming reinvestment of all distributions. The accompanying notes are an integral part of these financial statements. Portfolio of Investments(ss.) T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report October 31, 2003 Shares Value - -------------------------------------------------------------------------------- In thousands BRAZIL 9.5% Common Stocks 7.8% Companhia de Bebidas ADR (USD) 7,500 $ 159 Companhia Siderurgica Nacional 2,425,700 100 Companhia Vale do Rio Doce ADR (1 ADR represents 1 common share) (USD) 100 5 Companhia Vale do Rio Doce ADR (1 ADR represents 1 preferred A share) (USD) 5,700 230 Embraer Aircraft ADR (USD) 1,300 34 Petrobras ADR (USD) 15,600 339 Telebras ADR (USD) 6,490 223 Telesp Celular Participacoes ADR (USD) * 22,100 126 1,216 Preferred Stocks 1.7% Banco Bradesco 9,351,798 39 Banco Itau Holding Financeira 1,189,800 98 Cia Energetica Minas Gerais (Cemig) 6,419,000 95 Gerdau 2,100 31 263 Total Brazil (Cost $1,208) 1,479 CAYMAN ISLANDS 0.5% Common Stocks 0.5% tom.com (HKD) * 234,000 75 Total Cayman Islands (Cost $72) 75 CHINA 0.4% Common Stocks 0.4% BYD (HKD) 21,000 55 Total China (Cost $49) 55 CZECH REPUBLIC 0.3% Common Stocks 0.3% Komercni Banka 511 46 Total Czech Republic (Cost $39) 46 ESTONIA 0.2% Common Stocks 0.2% Eesti Telekom GDR (USD) 1,549 38 Total Estonia (Cost $30) 38 HONG KONG 2.8% Common Stocks 2.8% China Insurance 62,000 $ 41 China Mobile (Hong Kong) 114,500 325 CNOOC 36,500 69 Total Hong Kong (Cost $363) 435 HUNGARY 0.9% Common Stocks 0.9% Gedeon Richter 1,410 145 Total Hungary (Cost $102) 145 INDIA 9.1% Common Stocks 9.1% Arvind Mills * 46,036 46 Bharti Tele-Ventures * 49,000 97 Gail India 23,500 85 HDFC Bank 12,000 84 HDFC Bank ADR (USD) 900 23 I-Flex Solutions 4,400 67 Indian Hotels 200 2 ITC 4,860 93 Larsen & Toubro 10,700 96 Mahindra & Mahindra 32,700 246 Maruti Udyog * 25,400 182 Maruti Udyog (Restricted shares) * 2,200 16 Tata Motors 8,900 74 Tata Tea 9,000 52 Zee Telefilms 84,600 256 Total India (Cost $1,020) 1,419 INDONESIA 0.5% Common Stocks 0.5% Indocement Tunggal, 144A * 64,000 15 PT Semen Cibinong * 382,500 16 Telekom Indonesia 78,000 55 Total Indonesia (Cost $66) 86 ISRAEL 2.6% Common Stocks 2.6% Check Point Software Technologies (USD) * 5,995 102 Partner Communications ADR (USD) * 18,540 133 Teva Pharmaceutical ADR (USD) 2,940 $ 167 Total Israel (Cost $300) 402 LUXEMBOURG 0.5% Common Stocks 0.5% Tenaris ADR (USD) 3,000 82 Total Luxembourg (Cost $77) 82 MALAYSIA 4.5% Common Stocks 4.5% Berjaya Sports Toto 98,500 113 CIMB Berhad 66,500 80 Gamuda Berhad 33,400 67 Hong Leong Bank 55,600 80 IJM 32,900 45 Magnum 124,700 93 Malayan Banking Berhad 20,600 55 MK Land Holdings 104,700 62 Multi-Purpose Holdings * 129,500 42 SP Setia 38,000 36 Symphony House Berhad * 74,000 37 Total Malaysia (Cost $627) 710 MEXICO 5.0% Common Stocks 5.0% America Movil ADR, Series L (USD) 10,200 243 Cemex 14,861 71 Grupo Aeroportuario del Sureste ADR (USD) 1,200 21 Grupo Financiero BBVA Bancomer, Series B * 129,800 110 Grupo Modelo, Series C 12,000 30 Grupo Televisa ADR (USD) 1,924 75 Telmex ADR, Series L (USD) 2,139 69 Wal-Mart de Mexico 59,200 165 Total Mexico (Cost $676) 784 POLAND 0.6% Common Stocks 0.6% Telekomunikacja Polska 25,400 89 Total Poland (Cost $85) 89 RUSSIA 5.4% Common Stocks 5.4% AO VimpelCom ADR (USD) * 600 $ 39 Gazprom ADR (USD) 5,000 120 GMK Norilsk Nickel (USD) 1,600 82 Lukoil (USD) 2,970 60 Lukoil ADR (USD) 2,530 206 Mobile Telesystems ADR (USD) 1,300 101 Sberbank RF (USD) 389 98 YUKOS ADR (USD) 3,030 142 Total Russia (Cost $702) 848 SOUTH AFRICA 5.2% Common Stocks 5.2% ABSA Group 14,600 85 African Bank Investments 50,100 60 Impala Platinum Holdings 2,960 273 Nedcor 8,900 82 Pick 'N Pay Stores 21,900 47 Sanlam 120,990 149 Standard Band Group 7,900 38 Telkom South Africa * 11,300 88 Total South Africa (Cost $676) 822 SOUTH KOREA 18.1% Common Stocks 16.5% Amorepacific 500 69 Daewoo Shipbuilding & Marine Engineering * 3,060 41 Daewoo Shipbuilding & Marine Engineering GDR (USD) * 900 23 Daewoo Shipbuilding & Marine Engineering GDR 144A (USD)* 1,400 37 Hanwha Chemical * 13,810 96 Kook Soon Dang 207 4 Kookmin Bank 7,040 257 Kookmin Bank ADR (USD) 600 22 Korean Air Lines 4,300 57 Kumgang Korea Chemical 1,220 103 LG Card 4,710 48 LG Chemical 1,400 56 LG Home Shopping 980 48 LG International 7,880 48 Lotte Chilsung Beverage 210 $ 106 Lotte Confectionery 100 44 NCsoft 730 39 POSCO 610 71 Pusan Bank 14,000 76 Samsung Electronics 1,970 782 Samsung Fire & Marine Insurance 2,000 114 Shinhan Financial 7,500 108 Shinsegae 360 72 South Korea Telecom 1,500 265 2,586 Preferred Stocks 1.6% Hyundai Motor 7,270 120 Samsung Electronics 620 123 243 Total South Korea (Cost $2,494) 2,829 SWITZERLAND 0.7% Common Stocks 0.7% Compagnie Financiere Richemont 100 3 Compagnie Financiere Richemont ADR (ZAR) 44,400 101 Total Switzerland (Cost $92) 104 TAIWAN 12.4% Common Stocks 12.4% Accton Technology 31,351 19 Acer 78,685 116 Advantech 37,639 57 Basso Industry 21,000 42 Benq GDR, 144A (USD) 9,000 58 China Trust Finance Holdings 92,380 96 Delta Electronics 3,650 5 EVA Airways 115,000 49 EVA Airways (Bonus shares) 1,820 1 Evergreen Marine 100,440 88 First Financial Holdings * 86,000 58 Formosa Plastic 73,680 113 Fubon Financial Holdings 78,000 82 Hon Hai Precision Industry 26,000 116 Nan Ya Plastic 68,760 92 Phoenixtec Power 49,180 59 Polaris Securities 101,280 50 Quanta Computer 22,500 61 Ritek * 109,000 77 Taishin Financial Holdings 102,000 $ 72 Taiwan Cellular 62,000 56 Taiwan Semiconductor Manufacturing 134,640 266 United Microelectronics 152,248 139 Vanguard International Semiconductor * 372,000 127 Wan Hai Lines 42,620 42 Total Taiwan (Cost $1,640) 1,941 THAILAND 3.9% Common Stocks 3.9% Advanced Info Service 53,300 83 Bangkok Bank NVDR * 60,000 129 Italian-Thai Development * 63,400 137 Italian-Thai Development NVDR 2,500 5 Kasikornbank Public NVDR * 69,000 73 Land & Houses NVDR 222,300 67 Siam Commercial Bank * 114,000 118 Total Thailand (Cost $421) 612 TURKEY 4.9% Common Stocks 4.9% Akbank 15,382,899 72 Anadolu Efes Biracilik ve Malt Sanayii 3,917,750 48 Dogan Yayin Holding * 81,409,840 227 Hurriyet Gazete * 37,734,324 100 Turkcell Iletisim Hizmetleri * 32,171,300 245 Turkiye Garanti Bankasi * 33,466,784 78 Total Turkey (Cost $551) 770 UNITED KINGDOM 2.0% Common Stocks 2.0% Anglo American (ZAR) 14,300 291 Astro All Asia Networks (MYR) * 20,000 25 Total United Kingdom (Cost $258) 316 SHORT-TERM INVESTMENTS 3.1% Money Market Funds 3.1% T. Rowe Price Reserve Investment Fund, 1.10% # 487,956 488 Total Short-Term Investments (Cost $488) 488 T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report October 31, 2003 Value - -------------------------------------------------------------------------------- In thousands Total Investments in Securities 93.1% of Net Assets (Cost $12,036) $ 14,575 Other Assets Less Liabilities 1,075 NET ASSETS $ 15,650 --------------- (ss.)Denominated in currency of the country of incorporation unless otherwise noted # Seven-day yield * Non-income producing 144A 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 of such securities at period-end amounts to $110,000 and represents 0.7% of net assets ADR American Depository Receipts GDR Global Depository Receipts HKD Hong Kong dollar MYR Malaysian ringgit NVDR Non Voting Depository Receipt USD United States dollar ZAR South African rand The accompanying notes are an integral part of these financial statements. Statement of Assets and Liabilities T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report October 31, 2003 In thousands Assets Investments in securities, at value (Cost $12,036) $ 14,575 Receivable for shares sold 974 Other assets 482 Total assets 16,031 Liabilities Total liabilities 381 NET ASSETS $ 15,650 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ 88 Undistributed net realized gain (loss) 263 Net unrealized gain (loss) 2,534 Paid-in-capital applicable to 1,103,497 shares of $0.01 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 12,765 NET ASSETS $ 15,650 -------------------- NET ASSET VALUE PER SHARE $ 14.18 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Operations T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report In thousands 10/31/02 Through 10/31/03 Investment Income (Loss) Income Dividend (net of foreign taxes of $21) $ 172 Interest 1 Total income 173 Investment management and administrative expense 78 Net investment income (loss) 95 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 273 Foreign currency transactions (17) Net realized gain (loss) 256 Change in net unrealized gain (loss) Securities (net of increase in deferred foreign taxes of $5) 2,534 Net realized and unrealized gain (loss) 2,790 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 2,885 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Changes in Net Assets T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report In thousands 10/31/02 Through 10/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 95 Net realized gain (loss) 256 Change in net unrealized gain (loss) 2,534 Increase (decrease) in net assets from operations 2,885 Distributions to shareholders Net investment income (2) Capital share transactions * Shares sold 12,921 Distributions reinvested 2 Shares redeemed (156) Increase (decrease) in net assets from capital share transactions 12,767 Net Assets Increase (decrease) during period 15,650 Beginning of period -- End of period $ 15,650 -------------------- *Share information Shares sold 1,116 Distributions reinvested -- Shares redeemed (13) Increase (decrease) in shares outstanding 1,103 The accompanying notes are an integral part of these financial statements. Notes to Financial Statements T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report October 31, 2003 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Institutional International Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional Emerging Markets Equity Fund (the fund), a diversified, open-end management investment company, is one portfolio established by the corporation and commenced operations on October 31, 2002. The fund seeks long-term growth of capital through investments primarily in the common stocks of companies located (or with primary operations) in emerging markets. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments 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. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price, or official closing price for certain markets, at the time the valuations are made. 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 ask 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. Other investments and those 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. Most foreign markets close before the NYSE. Normally, developments that could affect the values of securities that occur between the close of a foreign market and the close of the NYSE will not be reflected in security valuations used by the fund to compute its share price. However, if developments are so significant that they will, in the judgment of the fund, clearly and materially affect security values, such valuations may be adjusted to reflect the estimated fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and ask 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. Other Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Dividend income and distributions to shareholders are recorded by the fund on the ex-dividend date. Dividends from mutual fund investments are reflected as dividend income; capital gain distributions from mutual fund investments are reflected as realized gain/loss. In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or 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. Emerging Markets At October 31, 2003, approximately 86% of the fund's net assets were invested in securities of companies located in emerging markets or denominated in the currencies of emerging market countries. Future economic or political developments could adversely affect the liquidity or value, or both, of such securities. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $16,035,000 and $4,767,000, respectively, for the year ended October 31, 2003. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly 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. Financial records are not adjusted for temporary differences. Distributions during the year ended October 31, 2003 totaled $2,000 and were characterized as ordinary income for tax purposes. At October 31, 2003, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 2,639,000 Unrealized depreciation (105,000) Net unrealized appreciation (depreciation) 2,534,000 Undistributed ordinary income 351,000 Paid-in capital 12,765,000 Net assets $ 15,650,000 -------------------- For the year ended October 31, 2003, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to nondeductible organizational expenses. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ (5,000) Undistributed net realized gain 7,000 Paid-in capital (2,000) At October 31, 2003, the cost of investments for federal income tax purposes was $12,036,000. NOTE 4 - FOREIGN TAXES The fund is subject to foreign income taxes imposed by certain countries in which it invests. Foreign income taxes are accrued by the fund as a reduction of income. Gains realized upon disposition of Indian securities held by the fund are subject to capital gains tax in India, payable prior to repatriation of sale proceeds. The tax is computed on net realized gains, and realized losses in excess of gains may be carried forward eight years to offset future gains. In addition, the fund accrues a deferred tax liability for net unrealized gains on Indian securities. At October 31, 2003, the fund had a deferred tax liability of $5,000. NOTE 5 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price International, Inc. (the manager), a wholly owned subsidiary of T. Rowe Price Associates, Inc. (Price Associates), which is wholly owned by T. Rowe Price Group, Inc. The investment management and administrative agreement between the fund and the manager provides for an all-inclusive annual fee equal to 1.10% of the fund's average daily net assets. The fee is computed daily and paid monthly. The agreement provides that investment management, shareholder servicing, transfer agency, accounting, and custody services are provided to the fund, and interest, taxes, brokerage commissions, directors' fees and expenses, and extraordinary expenses are paid directly by the fund. At October 31, 2003, $14,000 was payable under the agreement. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates. The Reserve Funds are offered as cash management options only to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available to the public. The Reserve Funds pay no investment management fees. During the year ended October 31, 2003, dividend income from the Reserve Funds totaled $3,000. T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report Report of Independent Auditors To the Board of Directors of T. Rowe Price Institutional International Funds, Inc.and Shareholders of T. Rowe Price Institutional Emerging Markets Equity Fund In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Institutional Emerging Markets Equity Fund (one of the portfolios comprising T. Rowe Price Institutional International Funds, Inc., hereafter referred to as the "Fund") at October 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for the fiscal period presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at October 31, 2003 by correspondence with the custodian, provides a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland November 24, 2003 T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report Tax Information (Unaudited) for the Tax Year Ended 10/31/03 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. For taxable non-corporate shareholders, $136,000 of the fund's distributed income and short-term capital gains represents qualified dividend income subject to the 15% rate category. The fund will pass through foreign source income of $181,000 and foreign taxes paid of $29,000. T. Rowe Price Institutional Emerging Markets Equity Fund Certified Annual Report About the Fund's Directors and Officers - -------------------------------------------------------------------------------- Your fund is governed by a Board of Directors that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name (Date of Birth) Year Elected* Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies - -------------------------------------------------------------------------------- Anthony W. Deering (1/28/45) 1991 Director, Chairman of the Board, President, and Chief Executive Officer, The Rouse Company, real estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. (1/27/43) 1989 Principal, EuroCapital Advisors, LLC, an acquisition and management advisory firm David K. Fagin (4/9/38) 2001 Director, Golden Star Resources Ltd., Canyon Resources Corp. (5/00 to present), and Pacific Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. F. Pierce Linaweaver (8/22/34) 2001 President, F. Pierce Linaweaver & Associates, Inc., consulting environmental and civil engineers John G. Schreiber (10/21/46) 2001 Owner/President, Centaur Capital Partners, Inc., a real estate investment company; Senior Advisor and Partner, Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust, Host Marriott Corp., and The Rouse Company Hubert D. Vos (8/2/33) 2001 Owner/President, Stonington Capital Corp., a private investment company Paul M. Wythes (6/23/33) 1996 Founding Partner, Sutter Hill Ventures, a venture capital limited partnership, providing equity capital to young high-technology companies throughout the United States; Director, Teltone Corp. *Each independent director oversees 106 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. Inside Directors Name (Date of Birth) Year Elected* [Number of T. Rowe Price Portfolios Overseen] Principal Occupation(s) During Past 5 Years and Other Directorships of Public Companies - -------------------------------------------------------------------------------- James S. Riepe (6/25/43) 2002 [106] Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, Institutional International Funds M. David Testa (4/22/44) 1989 [106] Chief Investment Officer, Director, and Vice President, T. Rowe Price; Vice Chairman of the Board, Chief Investment Officer, Director, and Vice President, T. Rowe Price Group, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited; Chairman of the Board and Director, T. Rowe Price International, Inc.; Director and Vice President, T. Rowe Price Trust Company; Vice President, Institutional International Funds *Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) - -------------------------------------------------------------------------------- Christopher D. Alderson (3/29/62) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. Mark C.J. Bickford-Smith (4/30/62) Vice President, Institutional International Funds Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. Stephen V. Booth (6/21/61) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Joseph A. Carrier (12/30/60) Treasurer, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. Roger L. Fiery III, CPA (2/10/59) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company John R. Ford, CFA (11/25/57) President, Institutional International Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Investment Officer, Director, and Vice President, T. Rowe Price International, Inc. Henry H. Hopkins (12/23/42) Vice President, Institutional International Funds Director and Vice President, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Patricia B. Lippert (1/12/53) Secretary, Institutional International Funds Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. George A. Murnaghan (5/1/56) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Officers (continued) R. Todd Ruppert (5/7/56) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Trust Company; Chief Investment Officer, Director, and President, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited James B.M. Seddon (6/17/64) Vice President, Institutional International Funds Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. Julie L. Waples (6/12/70) Vice President, Institutional International Funds Vice President, T. Rowe Price David J.L. Warren (4/14/57) Vice President, Institutional International Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Executive Officer, Director, and President, T. Rowe Price International, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited William F. Wendler II, CFA (3/14/62) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. Edward A. Wiese, CFA (4/12/59) Vice President, Institutional International Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; Chief Investment Officer, Director, and Vice President, T. Rowe Price Savings Bank Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. Not required at this time. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. [Reserved] Item 9. Controls and Procedures (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (a)(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Institutional International Funds, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date December 19, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date December 19, 2003 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date December 19, 2003 EX-99.CERT 2 ex-99cert.txt 302 CERTIFICATIONS Item 10(a)(2). CERTIFICATIONS I, James S. Riepe, certify that: 1. I have reviewed this report on Form N-CSR of T. Rowe Price Institutional Emerging Markets Equity Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 19, 2003 /s/ James S. Riepe James S. Riepe Principal Executive Officer CERTIFICATIONS I, Joseph A. Carrier, certify that: 1. I have reviewed this report on Form N-CSR of T. Rowe Price Institutional Emerging Markets Equity Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 19, 2003 /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer EX-99.CODE ETH 4 ex-99_codeeth.txt CODE OF ETHICS Code of Ethics for Principal Executive and Senior Financial Officers of The Price Funds under the Sarbanes-Oxley Act of 2002 I. General Statement. This Code of Ethics (the "Price Funds S-O Code") has been designed to bring the Price Funds into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the "Act") rules promulgated by The Securities and Exchange Commission thereunder ("Regulations"). The Price Funds S-O Code applies solely to the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller of, or persons performing similar functions for, a Price Fund (whether such persons are employed by a Price Fund or third party) ("Covered Officers"). The "Price Funds" shall include each mutual fund that is managed, sponsored and distributed by affiliates of T. Rowe Price Group, Inc. ("Group"). The investment managers to the Price Funds will be referred to as the "Price Fund Advisers." A list of Covered Officers is attached as Exhibit A. The Price Fund Advisers have, along with their parent, T. Rowe Price Group, Inc. ("Group") also maintained a comprehensive Code of Ethics and Conduct (the "Group Code") since 1972, which applies to all officers, directors and employees of the Price Funds, Group and its affiliates. As mandated by the Act, Group has adopted a Code (the "Group S-O Code"), similar to the Price Funds S-O Code, which applies solely to its principal executive and senior financial officers. The Group S-O Code and the Price Funds S-O Code will be referred to collectively as the "S-O Codes". The Price Funds S-O Code has been adopted by the Price Funds in accordance with the Act and Regulations thereunder and will be administered in conformity with the disclosure requirements of Item 2 of Form N-CSR. The S-O Codes are attachments to the Group Code. In many respects the S-O Codes are supplementary to the Group Code, but the Group Code is administered separately from the S-O Codes, as the S-O Codes are from each other. II. Purpose of the Price Funds S-O Code. The purpose of the Price Funds S-O Code, as mandated by the Act and the Regulations, is to establish standards that are reasonably designed to deter wrongdoing and to promote: Ethical Conduct. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Disclosure. Full, fair, accurate, timely and understandable disclosure in reports and documents that the Price Funds file with, or submit to, the SEC and in other public communications made by the Price Funds. Compliance. Compliance with applicable governmental laws, rules and regulations. Reporting of Violations. The prompt internal reporting of violations of the Price Funds S-O Code to an appropriate person or persons identified in the Price Funds S-O Code. Accountability. Accountability for adherence to the Price Funds S-O Code. III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest. Overview. Each Covered Officer owes a duty to the Price Funds to adhere to a high standard of honesty and business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Price Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Price Fund. Certain conflicts of interest covered by the Price Funds S-O Code arise out of the relationships between Covered Officers and the Price Funds and may already be subject to provisions regulating conflicts of interest in the Investment Company Act of 1940 ("Investment Company Act"), the Investment Advisers Act of 1940 ("Investment Advisers Act") and the Group Code. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Price Fund because of their status as "affiliated persons" of a Price Fund. The compliance programs and procedures of the Price Funds and Price Fund Advisers are designed to prevent, or identify and correct, violations of these provisions. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Price Fund and its Price Fund Adviser (and its affiliates) of which the Covered Officers may also be officers or employees. As a result, the Price Funds S-O Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Price Funds or for the Price Fund Advisers, or for both), be involved in establishing policies and implementing decisions which will have different effects on these entities. The participation of the Covered Officers in such activities is inherent in the contractual relationship between each Price Fund and its respective Price Fund Adviser. Such participation is also consistent with the performance by the Covered Officers of their duties as officers of the Price Funds and, if consistent with the provisions of the Investment Company Act and the Investment Advisers Act, it will be deemed to have been handled ethically. Other conflicts of interest are covered by the Price Funds S-O Code, even if these conflicts of interest are not addressed by or subject to provisions in the Investment Company Act and the Investment Advisers Act. Whenever a Covered Officer is confronted with a conflict of interest situation where he or she is uncertain as to the appropriate action to be taken, he or she should discuss the matter with the Chairperson of Group's Ethics Committee or another member of the Committee. Handling of Specific Types of Conflicts. Each Covered Officer (and close family members) must not: Entertainment. Accept entertainment from any company with which any Price Fund or any Price Fund Adviser has current or prospective business dealings, including portfolio companies, unless such entertainment is in full compliance with the policy on entertainment as set forth in the Group Code. Gifts. Accept any gifts, except as permitted by the Group Code. Improper Personal Influence. Use his or her personal influence or personal relationships improperly to influence investment decisions, brokerage allocations or financial reporting by the Price Funds to the detriment of any one or more of the Price Funds. Taking Action at the Expense of a Price Fund. Cause a Price Fund to take action, or fail to take action, for the personal benefit of the Covered Officer rather than for the benefit of one or more of the Price Funds. Misuse of Price Funds' Transaction Information. Use knowledge of portfolio transactions made or contemplated for a Price Fund or any other clients of the Price Fund Advisers to trade personally or cause others to trade in order to take advantage of or avoid the market impact of such portfolio transactions. Outside Business Activities. Engage in any outside business activity that detracts from a Covered Officer's ability to devote appropriate time and attention to his or her responsibilities to a Price Fund. Service Providers. Excluding Group and its affiliates, have any ownership interest in, or any consulting or employment relationship with, any of the Price Funds' service providers, except that an ownership interest in public companies is permitted Receipt of Payments. Have a direct or indirect financial interest in commissions, transaction charges, spreads or other payments paid by a Price Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest (such as compensation or equity ownership) arising from the Covered Officer's employment by Group or any of its affiliates. Service as a Director or Trustee. Serve as a director, trustee or officer of any public or private company or a non-profit organization that issues securities eligible for purchase by any of the Price Funds, unless approval is obtained as required by the Group Code. IV. Covered Officers' Specific Obligations and Accountabilities. A. Disclosure Requirements and Controls. Each Covered Officer must familiarize himself or herself with the disclosure requirements (Form N-1A registration statement, proxy (Schedule 14A), shareholder reports, Forms N-SAR, N-CSR, etc.) applicable to the Price Funds and the disclosure controls and procedures of the Price Fund and the Price Fund Advisers. B. Compliance with Applicable Law. It is the responsibility of each Covered Officer to promote compliance with all laws, rules and regulations applicable to the Price Funds and the Price Fund Advisers. Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Price Funds and the Price Fund Advisers and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Price Funds file with, or submit to, the SEC, and in other public communications made by the Price Funds. C. Fair Disclosure. Each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about a Price Fund to others, whether within or outside the Price organization, including to the Price Fund's directors and auditors, and to governmental regulators and self-regulatory organizations. D. Initial and Annual Affirmations. Each Covered Officer must: 1. Upon adoption of the Price Funds S-O Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing that he or she has received, read, and understands the Price Funds S-O Code. 2. Annually affirm that he or she has complied with the requirements of the Price Funds S-O Code. E. Reporting of Material Violations of the Price Funds S-O Code. If a Covered Officer becomes aware of any material violation of the Price Funds S-O Code or laws and governmental rules and regulations applicable to the operations of the Price Funds, he or she must promptly report the violation ("Report") to the Chief Legal Counsel of the Price Funds ("CLC"). Failure to report a material violation will be considered itself a violation of the Price Funds S-O Code. The CLC is identified in the attached Exhibit B. It is the Price Funds policy that no retaliation or other adverse action will be taken against any Covered Officer or other employee of a Price Fund, a Price Fund Adviser or their affiliates based upon any lawful actions of the Covered Officer or employee with respect to a Report made in good faith. F. Annual Disclosures. Each Covered Officer must report, at least annually, all affiliations or other relationships as called for in the "Annual Questionnaire for Executive Officers and/or Employee Directors/Trustees of Group and the Price Funds." V. Administration of the Price Funds S-O Code. The Ethics Committee is responsible for administering the Price Funds S-O Code and applying its provisions to specific situations in which questions are presented. A. Waivers and Interpretations. The Chairperson of the Ethics Committee has the authority to interpret the Price Funds S-O Code in any particular situation and to grant waivers where justified, subject to the approval of the Joint Audit Committee of the Price Funds. All material interpretations concerning Covered Officers will be reported to the Joint Audit Committee of the Price Funds at its next meeting. Waivers, including implicit waivers, to Covered Officers will be publicly disclosed as required in the Instructions to N-CSR. Pursuant to the definition in the Regulations, an implicit waiver means a Price Fund's failure to take action within a reasonable period of time regarding a material departure from a provision of the Price Funds S-O Code that has been made known to an "executive officer" (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of a Price Fund. An executive officer of a Price Fund includes its president and any vice-president in charge of a principal business unit, division or function. B. Violations/Investigations. The following procedures will be followed in investigating and enforcing the Price Funds S-O Code: 1. The CLC will take or cause to be taken appropriate action to investigate any potential or actual violation reported to him or her. 2. The CLC, after consultation if deemed appropriate with Outside Counsel to the Price Funds, will make a recommendation to the appropriate Price Funds Board regarding the action to be taken with regard to each material violation. Such action could include any of the following: a letter of censure or suspension, a fine, a suspension of trading privileges or termination of officership or employment. In addition, the violator may be required to surrender any profit realized (or loss avoided) from any activity that is in violation of the Price Funds S-O Code. VI. Amendments to the Price Funds S-O Code. Except as to the contents of Exhibit A and Exhibit B, the Price Funds S-O Code may not be materially amended except in written form, which is specifically approved or ratified by a majority vote of each Price Fund Board, including a majority of the independent directors on each Board. VII. Confidentiality. All reports and records prepared or maintained pursuant to the Price Funds S-O Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law, the Price Funds S-O Code or as necessary in connection with regulations under the Price Funds S-O Code, such matters shall not be disclosed to anyone other than the directors of the appropriate Price Fund Board, Outside Counsel to the Price Funds, members of the Ethics Committee and the CLC and authorized persons on his or her staff. Approved: October 2003 Exhibit A Persons Covered by the Price Funds S-O Code of Ethics James S. Riepe, Chairman and Chief Executive Officer Joseph A. Carrier, Treasurer and Chief Financial Officer Exhibit B Chief Legal Counsel to the Price Funds Henry H. Hopkins EX-99.906 5 ex-99_906cert.txt 906 CERTIFICATIONS Item 10(b). CERTIFICATION UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002 Name of Issuer: T. Rowe Price Institutional Emerging Markets Equity Fund In connection with the Report on Form N-CSR for the above named issuer, the undersigned hereby certifies, to the best of his knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Date: December 19, 2003 /s/ James S. Riepe James S. Riepe Principal Executive Officer Date: December 19, 2003 /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----